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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 16, 2009, Vol. 13, No. 317

                            Headlines

ABITIBIBOWATER INC: Canadian Provinces Want Access to Data Rooms
ABITIBIBOWATER INC: Court OKs Set-Off of ACCC & Augusta Debts
ABITIBIBOWATER INC: E&Y's Third Monitor's Report
ACCURIDE CORP: Proposes Key Employee Incentive Plan
AERO INVENTORY (UK): Chapter 15 Case Summary

AFC ENTERPRISES: Chilton Investment Discloses 3.5% Stake
AFC ENTERPRISES: Posts $3.4 Million Net Income for Oct. 4 Quarter
AMC ENTERTAINMENT: Bank Debt Trades at 7.17% Off
AMARANTH ADVISORS: Appeals Allows Suit vs. JPMorgan for Collapse
AMBAC FINANCIAL: Unit May Be Put in Receivership, JPM Says

AMERIGROW RECYLING: Gets Interim Nod to Use Cash Collateral
ANGIOTECH PHARMA: Posts $7.8 Million Net Loss in Q3 2009
ASARCO LLC: Grupo Mexico Plan Confirmed by District Court
BASIN WATER: Heartland Advisors Ceases to be 5% Shareholder
BEARINGPOINT INC: Hasn't Filed 10-Qs; Financials Shown in MORs

BEAZER HOMES: Posts Lower Net Loss at $189.3MM for Fiscal 2009
BELO CORPORATION: Fitch Assigns 'BB' Rating on $275 Mil. Notes
BGM PASADENA: Files Schedules of Assets and Liabilities
BIOJECT MEDICAL: Files Q3 Quarterly Report on Form 10-Q
BLM AIR CHARTER: Case Summary & 2 Largest Unsecured Creditors

BOOM DRILLING: Wants to Auction Trucks on November 17 and 18
BRIDGEVIEW AEROSOL: Gets Interim OK to Use Cash Collateral
BRUCE SACKRISON: Case Summary & 20 Largest Unsecured Creditors
BURLINGTON COAT: Bank Debt Trades at 10.4% Off
CANNERY CASINO: Moody's Junks Corporate Family Rating From 'B2'

CAPMARK FINANCIAL: Unidentified Bidder May Compete with Berkadia
CASCADES INC: Moody's Affirms 'Ba2' Rating, Gives Stable Outlook
CEDAR FAIR: Bank Debt Trades at 6.1% Off in Secondary Market
CENTURY ALUMINUM: Completes Consent Solicitation for 2024 Notes
CENTURY BANK, SARASOTA: IBERIABANK Assumes All Deposits

CHAMPION ENTERPRISES: Wells Fargo No Longer Holds Equity Stake
CHARTER COMMS: Plan Order Forthcoming; Has $1.03 Bil. Q3 Loss
CHARTER COMMS: Reveals Substantial Interest in SFC
CHARTER COMMS: Wants Plan Exclusivity Until March 22
CHRYSLER LLC: Debtor Sells Plant to University of Delaware

CHRYSLER LLC: Creditors May Keep Daimler Suit Proceeds
CHUGH SHOPPING: Sec. 341 Meeting Set for December 10
CIRCUIT CITY: Agrees to Reduce HP Claims to $70.5M
CIRCUIT CITY: Gets Nod for Compromise With PBGC
CIRCUIT CITY: Pioneer Wants Escrow Account Established

CIRCUIT CITY: Unical Wants Lift Stay to Pursue Appeal
CIT GROUP: Retailers `Dodge Bullet' With November Filing
CITRUS 278: Sec. 341 Meeting Set for December 8
CITRUS 278: List of 3 Largest Unsecured Creditors
CITRUS 278: Wants 10-Day Extension of Schedules Filing Deadline

CLEAR CHANNEL: Bank Debt Trades at 30% Off in Secondary Market
CONTINENTALAFA: Creditor's Recovery Limited to Special Reserve
CRACKER BARREL: Bank Debt Trades at 5.25% Off in Secondary Market
CRUSADER ENERGY: Plan Confirmation Hearing on Dec. 15
CULLIGAN INTERNATIONAL: Bank Debt Trades at 22.25% Off

D&E COMMUNICATIONS: S&P Withdraws 'BB-' Corporate Credit Rating
DENNY'S CORP: Fidelity Discloses 8.493% Equity Stake
DOLLAR FINANCIAL: S&P Puts 'BB-' Rating on CreditWatch Negative
EDGE PETROLEUM: FMR LLC Ceases to Own More Than 5% of Common Stock
ENERGY TRANSFER: Bank Debt Trades at 5% Off in Secondary Market

ENTERPRISE WARRANTY: E.D. Mo. Dismisses Involuntary Petition
EPIX PHARMACEUTICALS: Loomis No Longer Holds Equity Stake
EXIDE TECH: Wants Jan. 31 Extension for Claims Objections
EXIDE TECH: Wants Until Dec. 2 to Remove Fla. Action
FAIRPOINT COMMS: Bank Debt Trades at 21% Off in Secondary Market

FELLOWSHIP OF BELIEVERS: Case Summary & 4 Largest Unsec. Creditors
FORD MOTOR: Bank Debt Trades at 11.44% Off in Secondary Market
FRANK GOMES DAIRY: Case Summary & 20 Largest Unsecured Creditors
FRANKLIN EQUIPMENT: No Recharacterization of Insiders' Loan
FREESEAS INC: Secures New Term Loan and Covenant Waiver Extension

F & S CREST LLC: Case Summary & 4 Largest Unsecured Creditors
GATEHOUSE MEDIA: Bank Debt Trades at 65% Off in Secondary Market
GENERAL GROWTH: 18 Affiliates Have Zero Assets & Debts
GENERAL GROWTH: 32 Affiliates' Schedules of Assets & Debts
GENERAL GROWTH: Affiliates Amend Schedules of Assets & Debts

GRAPHIC PACKAGING: Bank Debt Trades at 6.43% Off
GREDE FOUNDRIES: Sets Wayzata-Led Auction on December 9
GRUBB & ELLIS: Completes $90 Mil. Preferred Equity Transaction
GRUBB & ELLIS: Fidelity Discloses 9.54% Equity Stake
GRUBB & ELLIS: Sept. 30 Balance Sheet Upside Down by $15.7MM

GRUBB & ELLIS: To Hold Annual Stockholders' Meeting in December
HAROLD SNOWDON: Voluntary Chapter 11 Case Summary
HARRAH'S OPERATING: Bank Debt Trades at 2.5% Off
HAWAIIAN TELCOM: Court Confirms Plan of Reorganization
HAWKER BEECHCRAFT: Bank Debt Trades at 23.5% Off
HOLLEY PERFORMANCE: Has Until Nov. 17 to Access Cash Collateral

IESI CORPORATION: Moody's Reviews 'B1' Corporate Family Rating
IESI-BFC LTD: Waste Services Deal Won't Affect S&P's 'BB+' Rating
IN CAHOOTS LLC: Case Summary & 2 Largest Unsecured Creditors
INTERTAPE POLYMER: To Voluntary Delist Common Stock From NYSE
ION MEDIA: Ch. 11 Plan Prevails Against Creditor DIP Coup

JACOBS ENTERTAINMENT: S&P Gives Positive Outlook, Keeps B- Rating
JERRY LYNN POUND: Case Summary & 8 Largest Unsecured Creditors
JOHNSON BROADCASTING: Plan Confirmation Hearing Set for Dec. 15
JOHNSONDIVERSEY INC: Fitch Affirms Issuer Default Rating at 'B-'
J&S 17A ASSOCIATES: Case Summary & 4 Largest Unsec. Creditors

KOPPERS HOLDINGS: Commences Tender Offer for 9-7/8% Senior Notes
LANDAMERICA ONESTOP: Files Schedules of Assets & Liabilities
LAS VEGAS SANDS: Sands China Files Web Proof Info Pack in SEHK
LAS VEGAS SANDS: Bank Debt Trades at 19% Off in Secondary Market
LAZARE KAPLAN: NYSE AMEX Accepts Listing Compliance Plan

LEHMAN BROTHERS: $110B Returned To Clients Since May, Trustee Says
LNR PROPERTY: Tightening Liquidity Levels Cue S&P's Junk Ratings
MAMMOTH HENDERSON: Sec. 341 Meeting Set for December 10
MARCAL PAPER: Pension Withdrawal Liability Must be Prorated
MARK IV: Emerges from Chapter 11, Closes on New $145MM Financing

MCINTIRE & ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
MCPHILLIPS MOTORS: Case Summary & 20 Largest Unsecured Creditors
MCSI INC: Wants Case Dismissed as Wind-Down Completed
METRO-GOLDWYN-MAYER: Bank Debt Trades at 42% Off
MIRANT CORP: Bank Debt Trades at 6.43% Off in Secondary Market

MIRANT CORP: MCAR Establishes Success Fee Procedures
MIRANT CORP: MCAR Proposes Success Fee for Managers
MOMENTIVE PERFORMANCE: Posts $25,141,000 Net Loss for Q3 2009
NEUMANN HOMES: Court OKs Supplemental Pact With Bracewell
NEWPORT LIQUORS: Voluntary Chapter 11 Case Summary

NIELSEN CO: Bank Debt Trades at 8% Off in Secondary Market
NORTEL NETWORKS: Airvana to Receive $39.6 Million Payment
NORTEL NETWORKS: Ericsson Completes Acquisition in North America
NORTEL NETWORKS: Escrow Agreement With JPMorgan Approved
NORTHERN 120: Court Extends Filing of Schedules Until Nov. 30

NORTHERN 120: List of Two Largest Unsecured Creditors
NORTHERN 120: Sec. 341 Meeting Set for December 8
NORWOOD PROMOTIONAL: Creditors Committee Wants to Form GUC Trust
ORION BANK, NAPLES: Closed; IBERIABANK Assumes All Deposits
OSCAR ALFONSO MARTINEZ: Voluntary Chapter 11 Case Summary

OSI RESTAURANT: Bank Debt Trades at 20% Off in Secondary Market
OTTER TAIL: Voluntary Chapter 11 Case Summary
PACIFIC ENERGY: Court Extends Chapter 11 Plan Filing Until March 4
PACIFIC RIM: Receives NYSE Amex Non-Compliance Notice
PACIFIC COAST NAT'L: Sunwest Bank Assumes All Deposits

PANOLAM HOLDINGS: Gets 60-Day Extension to File Schedules
PANOLAM HOLDINGS: Can Hire Epiq Bankruptcy as Claims Agent
PANOLAM HOLDINGS: Wants Richards Layton as Co-Counsel
PECANS OF QUEEN CREEK: Case Summary & 10 Largest Unsec. Creditors
PETCO ANIMAL: Bank Debt Trades at 5.21% Off in Secondary Market

PREMIUM PROTEIN: Wants to Use Cash Collateral; Needs DIP Financing
PREMIUM PROTEIN: Gets 30-Day Deadline to Files Schedules
PREMIUM PROTEIN: List of 20 Largest Unsecured Creditors
PREMIUM PROTEIN: Sec. 341 Meeting Set for December 11
PRESIDENT CASINOS: Published Bar Date Notice Inadequate

PRIVE VEGAS: File for Chapter 11 Bankruptcy in Florida
REALOGY CORP: Posts $215 Mil. Net Loss for 9 Mos. Ended Sept. 30
REGAL ENTERTAINMENT: Posts $1.9 Mil. Net Loss for Oct. 1 Quarter
REGAL ENTERTAINMENT: Regal Cinemas' Exchange Bid Expires Dec. 1
RICHARD DAN EDWARDS: Voluntary Chapter 11 Case Summary

RICHARD WALDRON: Case Summary & 20 Largest Unsecured Creditors
RITE AID: Bank Debt Trades at 15% Off in Secondary Market
RITZ CAMERA: Wants to Auction Michigan Property on November 17
ROCK-TENN CO: S&P Puts 'BB+' Rating on CreditWatch Positive
RYLAND GROUP: Moody's Affirms Corporate Family Rating at 'Ba3'

SEA LAUNCH: Expects Boeing Not to Commit More Funding
SHERWOOD/CLAY-AUSTIN: Wants Interim Use of Cash Collateral
SILICON GRAPHICS: Plan of Reorganization Wins Court Approval
SIX FLAGS: Files Second Amended Plan & Disc. Statement
SIX FLAGS: Proposes Backstop Commitment Agreement

SIX FLAGS: Trade Creditors Sell $67,000 in Claims
SMART BALANCE: Moody's Gives Stable Outlook; Keeps 'B1' Rating
SPANSION INC: Proposes Stipulation With Hitachi & ARGO
SPANSION INC: Proposes to Assume Pact With HCL
SPANSION INC: Wants to Assume Executory Contract With NTTA

SPANSION INC: Delays Q3 Report; Awaits Decision on Japan Unit Deal
SPRINT NEXTEL: Invests $1.176 Billion in Clearwire
SPRINT NEXTEL: Names Ryan Siurek as VP & Controller
SPRINT NEXTEL: Waiting Period for iPCS Merger Expired Nov. 10
STANDARD FORWARDING: Case Summary & 20 Largest Unsec. Creditors

STONEMOR PARTNERS: Moody's Assigns 'B2' Corporate Family Rating
SUNGARD DATA: Bank Debt Trades at 6% Off in Secondary Market
TETON ENERGY: Receives Delisting Determination Notice From NASDAQ
THOMAS HULING: Corrected Deed Recording Was Avoidable Preference
TOMMY FRANKLIN RAY: Voluntary Chapter 11 Case Summary

THORBARDIN RANCH: Case Summary & 9 Largest Unsecured Creditors
TIME WARNER: Bank Debt Trades at 5.37% Off in Secondary Market
TRANSWITCH CORP: Receives Delisting Notice From NASDAQ
TRIBUNE CO: Will End Ownership Plan, Begin Profit-Sharing Program
TROPICANA ENT: Assumption of Vicksburg Deal Approved

TROPICANA ENT: Changes to Icahn Casino Sale Deal Okayed
TROPICANA ENT: NJ Debtors Want to Fix Admin. Claims Deadline
TXCO RESOURCES: Creditors Object to TXCO Asset Sale to Newfield
UAL CORP: Bank Debt Trades at 23% Off in Secondary Market
UAL CORP: FMR Corp. Disclosed 15% Equity Stake in UAL Corp

UAL CORP: Has Approval of Settlement With RAIC & UMB
UAL CORP: Hearing on Closing of Ch. 11 Cases November 25
US AIRWAYS: Reports October Traffic Results
US AIRWAYS: Third Quarter Net Loss Down to $80 Million
US AIRWAYS: Updates Operational Outlook for 2009

US AIRWAYS: Pilots Request Mediation of Stalled Contract
U.S. SHIPPING PARTNERS: Exits From Chapter 11 With Less Debt
UTSTARCOM INC: Posts $34.6 Million Net Loss in Q3 2009
VENETIAN MACAU: Bank Debt Trades at 7.44% Off in Secondary Market
VERENIUM CORP: Posts $2.3 Million Net Loss in Q3 2009
VECTRIX CORP: Has Nod for Quick Sale to GH Ventures

VENTANA HILLS: Seeks Permission for Cash Collateral Use
VISTEON CORP: Bank Debt Trades at 10.2% Off in Secondary Market
VITESSE SEMICONDUCTOR: AQR Capital Reports 9.99% Equity Stake
WALDEN CHATEAU: Case Summary & 3 Largest Unsecured Creditors
WASTE SERVICES: S&P Puts 'B' Corp. Rating on CreditWatch Positive

WCI COMMUNITIES: Chinese Drywall Trustee Meetin on Nov. 17
WCI COMMUNITIES: Urgo Hotels Buys Singer Island
WEIGHT WATCHERS: Posts $52.6 Million 3rd Quarter 2009 Net Income
WEST HAWK: Wants Plan of Reorganization Extended Until February 11
WESTMORELAND COAL: Posts $12.4 Million Net Loss in Q3 2009

WHOLE FOODS: S&P Changes Outlook to Stable, Affirms 'BB-' Rating
WIREFREE PARTNERS: S&P Puts 'BB' Rating on CreditWatch Negative
WOODLAND BAY: Case Summary & 3 Largest Unsec. Creditors
YL WEST 87TH: Case Summary & 20 Largest Unsecured Creditors

* 2009's Bank Closings Rise to 123 as 3 Banks Shuttered Friday
* CIT Group Leads Five Mega-Cases Since Mid-October
* Citigroup Was Among Winners of Paulson Aid to U.S. Banks
* GE Capital Gave $2BB of DIP Financing for First 9 Months of 2009
* GE Capital Seeks $6M from Exec at Bankrupt Crane Firms

* Harris Winsberg Joins King & Spalding's Bankruptcy Practice
* U.S., Chinese to Cooperate in Cross-Border Brokerage Cases

* BOND PRICING -- For The Week From November 9 to 13, 2009

                            *********

ABITIBIBOWATER INC: Canadian Provinces Want Access to Data Rooms
----------------------------------------------------------------
Her Majesty the Queen in Right of the Province of Newfoundland and
Labrador, a stakeholder in AbitibiBowater's CCAA Proceedings,
seeks access to electronic data rooms -- on the same basis as
Abitibi's other stakeholders and creditors do -- "to ensure the
fairness of the restructuring process."

The CCAA Applicants have denied the Province access to the
electronic data rooms and there, have unfairly discriminated
against the Province, Catherine Powell, Esq., at Weirfoulds LLP,
in Ontario, Canada, asserts, on behalf of the Province.

Ms. Powell relates that in May 2009, the Province "made a
commitment to make whole Abitibi's former employees in the
Province who saw their entitlement to severance and termination
pay stayed as a result of the initial order issued in the CCAA
Proceedings."

In June 2009, the Province began implementing a plan whereby
Abitibi's former employees received their entitlement to
severance and termination pay in exchange for an assignment of
their rights to make a claim the CCAA Proceedings to an
organization, as assignee, that was created by the various unions
involved and funded by the Province.

In this regard, the Province has expended more than C$24 million
from the public purse to fulfill the obligations that belong to
the CCAA Applicants, Ms. Powell points out.  The Province should
be repaid for those severance and termination expenses from the
claims made by the Assignee, she contends.

The Province has a public duty to inform itself about Abitibi's
present and future potential ability to (i) compensate the public
of Newfoundland and Labrador for costs and liabilities the
Province has incurred arising out of the CCAA Applicants'
economic activities in the Province, and (ii) determine whether
its interests can be addressed through the CCAA Proceedings.

To fulfill this duty, Province must make its own assessment with
respect to the CCAA Applicants' financial status in the same
manner as their other creditors and stakeholders, Ms. Powell
says.  This, in turn, can only be done if the Province has access
to the electronic data rooms, she insists.

"[The] stakeholders must have access to information that enables
them to decide what course of action to pursue in the
proceedings, if any," Ms. Powell avers.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Court OKs Set-Off of ACCC & Augusta Debts
-------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved the stipulation
permitting the setoff of the debts of Abitibi-Consolidated
Corporation owes Augusta Newsprint Company pursuant to Section 553
of the Bankruptcy Code.

ACC owes Augusta Newsprint $40 million pursuant to a certain
promissory note dated Feb. 23, 2007, that ACC issued in
connection with its purchase from Augusta Newsprint of shares in
Augusta Woodlands Corp.  Augusta Newsprint, on the other hand,
owes ACC approximately $2.5 million on account of recycled fiber
it purchased from ACC prepetition for Augusta Newsprint's
newsprint operations.

The automatic stay under Section 362(a) of the Bankruptcy Code is
lifted to permit the stipulating parties to effect the Set-off,
the Court ruled.

Prior to the Court's ruling, the Debtors certified that they
received no objections to their request.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: E&Y's Third Monitor's Report
------------------------------------------------
Ernst & Young, Inc., in its capacity as information officer,
apprised Mr. Justice Gascon on October 16, 2009, of updates with
respect to the Chapter 11 proceedings of the CCAA Applicants.

Under its Third Information Officer Report, E&Y disclosed that,
among other things, the Debtors have sought permission from the
U.S. Bankruptcy Court for the District of Delaware:

  * for the sale of certain property located in Lufkin, Texas,
    pursuant to Sections 363(b), 105(a) and 365 of the U.S.
    Bankruptcy Code;

  * to compel the assumption or rejection of a sludge dewatering
    project agreement was filed by Turner Specialty Services
    LLC;

  * for the approval of a settlement compromise under Rule
    2019 of the Bankruptcy Code with Augusta Newsprint Company
    to set off mutual debts and modify the automatic stay;

  * for authorization for Bowater Alabama LLC, a subsidiary of
    Bowater Newsprint South LLC, to enter into and perform its
    obligations under a real and personal property sale contract
    for the sale of certain assets located in Shelby County,
    Alabama; and

  * for authorization to assume certain unexpired leases
    for non-residential real property and setting cure amounts
    with respect to those properties.

Augusta has also filed a motion for an administrative claim
pursuant to Section 503(b)(9) of the U.S. Bankruptcy Code for
$9,246,580.

The Information Officer has also been advised that other
administrative expense claims, fee applications and lift stay
motions continue to be resolved in the usual manner.

A full-text copy of the October 16 Information Officer's Report
is available for free at:

        http://bankrupt.com/misc/CCAA_3rdInfoOfcrReport.pdf

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ACCURIDE CORP: Proposes Key Employee Incentive Plan
---------------------------------------------------
Accuride Corp. and its units seek permission from the U.S.
Bankruptcy Court for the District of Delaware to implement a key
employee incentive plan.

Under the KEIP, 17 critical employees would, upon the Company's
emergence from bankruptcy, receive a payout based on liquidity
(cash on hand at emergence) and business preservation (measured by
timing of emergence).  The Company anticipates the net of the cash
payouts to be $50 million.  The existing bonus program is tied to
the value of Accuride Common stock, which no longer has
significant value.  Absent the KEIP, no bonuses will be paid for
the 2009 year.  The target KEIP bonus pool is $3.2 million.

The Debtors also seek to amend their directors' deferred
compensation plan.  Under the proposed changes, all deferred
compensation installments made after October 28, 2009 would be
placed in to cash accounts, which will put the two affected
directors in roughly the same economic position as their
colleagues who did not defer their compensation into the deferred
compensation plan.

The Debtors also seek permission to enter into a non-compete
agreement with interim chief executive officer, William Lasky, in
which Mr. Lasky will receive one year's base salary to refrain
from competing with the Debtors for one year after the date his
employment with Accuride ends.

                       About Accuride Corp.

Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components.  Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.

Accuride said it has agreed to a balance sheet restructuring with
the ad hoc committee of holders of its 8-1/2 percent senior
subordinated notes and the steering committee of senior lenders
under its credit agreement.  To complete the proposed
restructuring, Accuride's U.S. entities on October 8 filed a
voluntary petition for protection under Chapter 11 of the U.S.
Bankruptcy Code to seek approval of the prepackaged plan of
reorganization (Bankr. D. Del. Case No. 09-13449).

Attorneys at Latham & Watkins LLP serve as bankruptcy counsel.
Young Conaway Stargatt & Taylor, LLP, serves as local counsel.
MorrisAnderson serves as financial advisor.  Zolfo Cooper is
restructuring consultant.  The Garden City Group Inc. is the
claims and notice agent.

Accuride's petition listed assets of $682 million against debt
totaling $847 million.


AERO INVENTORY (UK): Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Petitioner: James Tucker/Richard Hels/Allan Graham,
                       foreign representatives

Chapter 15 Debtor: Aero Inventory (UK) Limited
                   10960 Wilshire Blvd., Suite 1100
                   Los Angeles, CA 90024

Chapter 15 Case No.: 09-41758

Type of Business: Aero Inventory is a service provider to
                  companies in the aerospace industry, providing a
                  comprehensive procurement and inventory
                  management service. Aero Inventory's ultimate
                  goal is to become the world's leading aircraft
                  consumable parts service provider.
                  Aero Inventory is listed on the Alternative
                  Investment Market of the London Stock Exchange
                  with operations in the United Kingdom,
                  Australia, Canada, China, Bahrain, Hong Kong,
                  Indonesia, Japan, Switzerland and the United
                  States of America.
                  [http://www.aeroinventory.com/]

Chapter 15 Petition Date: November 12, 2009

Court: Central District of California (Los Angeles)

Chapter 15 Petitioner's Counsel: Christopher O. Rivas, Esq.
                                 Reed Smith LLP
                                 355 S Grand Ave, Ste. 2900
                                 Los Angeles, CA 90071-1514
                                 Tel: (213) 457-8000
                                 Fax: (213) 457-8080
                                 Email: crivas@reedsmith.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $500,000,001 to $1,000,000,000


AFC ENTERPRISES: Chilton Investment Discloses 3.5% Stake
--------------------------------------------------------
Chilton Investment Company, LLC, reports that it beneficially
owneds 893,000 shares or roughly 3.50% of the common stock of AFC
Enterprises, Inc., as of October 31, 2009.

AFC Enterprises, Inc. (NASDAQ: AFCE), develops, operates and
franchises quick-service restaurants under the trade names
Popeyes(R) Chicken & Biscuits and Popeyes(R) Louisiana Kitchen.
The Company operates two business segments: franchise restaurants
and company-operated restaurants.

At October 4, 2009, the Company had $115.7 million in total
assets, including $31.3 million in total current assets; against
$31.6 million in total current liabilities and $107.0 million in
total long-term liabilities, resulting in shareholders' deficit of
$22.9 million.


AFC ENTERPRISES: Posts $3.4 Million Net Income for Oct. 4 Quarter
-----------------------------------------------------------------
AFC Enterprises, Inc., reported results for its third fiscal
quarter of 2009 which ended October 4, 2009.  The Company also
updated earnings guidance for fiscal 2009 and provided an update
on its strategic plan.

Third Quarter 2009 Highlights Compared to Third Quarter 2008:

     -- Net income was $3.4 million, or $0.13 per diluted share,
        for the 12 weeks ended October 4, 2009, compared to
        $4.0 million, or $0.16 per diluted share, last year.
        Excluding $1.9 million, or $0.05 per diluted share,
        of charges associated with the Company's recent credit
        facility amendment, adjusted earnings per diluted share
        were $0.18.

     -- Net income was $14.8 million for the 40 weeks ended
        October 4, 2009, compared to $17.0 million for the same
        period ended October 5, 2008.

     -- System-wide sales increased by 0.5% compared to flat
        sales last year.

     -- Global same-store sales decreased 0.3% compared to a
        decrease of 1.9% last year.  Domestic same-store sales
        decreased 0.3% compared to a decrease of 2.8% last year.
        International same-store sales decreased 1.0% compared to
        an increase of 7.4% last year.

     -- The Popeyes system opened 21 restaurants and closed
        8 restaurants, resulting in 13 net openings.  At the end
        of the third quarter, total unit count was 1,918 compared
        to 1,905 at the end of the third quarter last year.

     -- The Company used available cash to reduce its outstanding
        debt by $26.2 million, bringing its total debt to
        $88.6 million at the end of the third quarter. At the end
        of the third quarter last year, the total outstanding debt
        was $131.3 million.

     -- Year-to-date, the Company has generated $19.0 million of
        free cash flow, compared to $22.3 million during the same
        period last year.

     -- On August 14, 2009, the Company completed an amendment and
        restatement of its 2005 Credit Facility to extend the
        maturity dates of its revolving credit facility and term
        loan by two years to May 2012 and May 2013, respectively.

AFC Enterprises Chief Executive Officer Cheryl Bachelder stated,
"Our relatively flat same-store sales in the third quarter met our
expectations and outpaced the QSR category.  Guest traffic
continued to increase in our restaurants at a time of steep
traffic declines in QSR.  We believe this positive momentum was
driven by our famous Louisiana food offered through compelling
national advertising with a competitive value proposition.  As we
move into 2010, our attention will remain focused on growing
market share and enhancing restaurant profitability in support of
our strategy of accelerating our growth in the U.S. and around the
globe."

                       Strategic Plan Update

1. Build the Popeyes Brand

     -- In September, Popeyes promoted its Bonafide(R) chicken
        featuring 5 wings for $2.99 and 11 pieces of bone-in
        chicken for $9.99. These promotions, which were supported
        with three weeks of national media advertising, delivered
        strong positive guest counts.

     -- Popeyes is currently running national media advertising
        promoting its First Annual Crawfish Festival, featuring
        its spicy, crispy Crawfish Tackle Box with Cajun fries and
        a buttermilk biscuit for only $4.99.

2. Run Great Restaurants

     -- Popeyes continues to see steady improvement in its Guest
        Experience Monitor (GEM) scores, with Overall Delighted
        scores at the end of the third quarter up 15 percentage
        points since the implementation of the program last year.

     -- With new drive-thru equipment in place throughout the
        system, the Company is now rolling out new speed of
        service training and tools and expects to have the
        programs in place system-wide by the beginning of 2010.
        Longer-term, management believes this speed of service
        initiative will provide significant improvement to Popeyes
        system-wide sales performance.

3. Grow Profitability

     -- The Company remains committed to lowering restaurant
        operating costs and improving profitability while
        maintaining excellent food quality for its guests.

     -- During the third quarter, Popeyes restaurants benefited
        from a 5% decline in commodity costs over a year ago. The
        Company expects to see additional commodity cost savings
        in the fourth quarter of 2009, as it continues to lap
        record highs from last year.

     -- The Company is also evaluating other supply chain cost
        savings such as packaging and shipping alternatives which
        will benefit the system in 2010 and beyond.

     -- The Company is continuing to generate a stronger pipeline
        of current and new franchise developers to open new
        restaurants, both in the U.S. and abroad, so the brand
        will be better positioned to accelerate new unit
        development as the credit markets and economy recover.

4. Align People and Resources to Deliver Results

     -- At the beginning of October, over 100 Popeyes franchisees
        and operators met for its first Best Practices Conference
        held in Atlanta. The interactive sessions featured a panel
        of top-performing franchisees who shared their best
        practices on delivering value, driving speed of service
        and running profitable restaurants.

In conjunction with the Credit Facility amendment, the Company
reduced its outstanding term loan by $7.0 million and reduced the
revolving credit facility commitment to $48 million from
$60 million.  The rate of interest for borrowings under the credit
facility is LIBOR plus 4.50%, with a minimum LIBOR of 2.50%.  To
reduce the Company's exposure to interest rate increases,
management put in place interest rate swaps on $30 million of its
outstanding debt at a fixed rate of roughly 7.4%.  In the third
quarter, the Company recognized a total of $1.9 million of
additional interest expense, including $1.1 million of fees and
$0.8 million of old debt issuance costs and losses on terminated
swaps.  In addition, roughly $1.8 million of fees related to the
new amendment were paid and recorded as deferred debt issuance
costs and will be amortized over the remaining life of the
facility.

                       Fiscal 2009 Guidance

The Company's projection for global same-store sales for fiscal
2009 is at the lower end of the range of its previous guidance at
0.0% to positive 2.0%.

The Company now expects its global new openings to be in the range
of 100 to 110 restaurants compared to previous guidance in the
range of 90 to 110 restaurants.  Due to the year-to-date
restaurant closure rate, the Company now expects closures to be
approximately 100 restaurants, compared to previous guidance of
110 to 120 restaurants.  Net restaurant openings are now expected
to be in the range of 0 to positive 10, compared to previous
guidance of 0 to negative 30.  Popeyes restaurant closures
typically have sales significantly lower than the system average.

The Company expects fiscal 2009 general and administrative
expenses to be consistent with its previous guidance of 3.1% to
3.2% of system-wide sales, among the lowest in the restaurant
industry.  The Company will continue to tightly manage its general
and administrative expenses and invest in key strategic
initiatives, including its continued commitment to national media
advertising and operations improvements, which management believes
are essential for the long-term growth of the brand.

Given the improved expectations for net restaurant openings, the
Company expects 2009 earnings to be at the upper end of its
guidance of $0.66 to $0.70 per diluted share.  Adjusted earnings
per diluted share are expected to be at the upper end of its
guidance of $0.65 to $0.69 in 2009 as compared to $0.65 in the
prior year.

The Company calculates adjusted earnings per diluted share by
excluding "Other income, net" of $2.6 million or $0.06 per diluted
share in 2009 and $4.6 million or $0.11 per diluted share in 2008,
and $1.9 million or $0.05 per diluted share of interest expense
associated with the credit amendment in 2009.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4962

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4963

                   About AFC Enterprises Inc.

AFC Enterprises, Inc. (NASDAQ: AFCE), develops, operates and
franchises quick-service restaurants under the trade names
Popeyes(R) Chicken & Biscuits and Popeyes(R) Louisiana Kitchen.
The Company operates two business segments: franchise restaurants
and company-operated restaurants.

At October 4, 2009, the Company had $115.7 million in total
assets, including $31.3 million in total current assets; against
$31.6 million in total current liabilities and $107.0 million in
total long-term liabilities, resulting in shareholders' deficit of
$22.9 million.


AMC ENTERTAINMENT: Bank Debt Trades at 7.17% Off
------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment,
Inc., is a borrower traded in the secondary market at 92.83 cents-
on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.79
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 23, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba2 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Headquartered in Kansas City, Missouri, AMC Entertainment, Inc. --
http://www.amctheatres.com/-- is organized as an intermediate
holding company.  Its principal directly owned subsidiaries are
American Multi-Cinema, Inc., and AMC Entertainment International,
Inc.  The Company conducts its theatrical exhibition business
through AMC and its subsidiaries and AMCEI.

Fitch Ratings in October 2009 affirmed AMC Entertainment's issuer
default rating affirmed at 'B', senior secured credit facilities
at 'BB/RR1'; senior unsecured notes at 'B/RR4'.  It also revised
the Company's senior subordinated notes to 'CCC/RR6' from
'CCC+/RR6'.


AMARANTH ADVISORS: Appeals Allows Suit vs. JPMorgan for Collapse
----------------------------------------------------------------
According to Bloomberg News, Amaranth Advisors LLC was allowed by
a New York state appeals court to proceed with a suit that claims
JPMorgan Chase & Co., its broker at the time, caused its demise by
derailing a last-minute rescue by Goldman Sachs Group Inc.

The report relates that Amaranth claims that Goldman agreed to
take on most of its derivative risk for a $1.85 billion payment,
according to the complaint filed in 2007.  The deal would have
allowed Amaranth to meet margin calls from JPMorgan and continue
operating, Amaranth says.  A trial judge said a year ago that
Amaranth could go forward with claims of breach of contract and
tortious interference.  A state appeals panel dismissed the breach
claim while allowing Amaranth to pursue the interference claim.

The case is Amaranth LLC v. JPMorgan Chase & Co., New York State
Supreme Court, New York County (Manhattan).

Amaranth Advisors, based in Greenwich, Connecticut, with offices
in Toronto, Canada, London, England and Singapore, was an
investment management firm.  Amaranth specialized in a broad
spectrum of alternative investments and trading strategies,
through a multi-strategy investment fund and fund dedicated to
long-short equities.

Amaranth Advisors collapsed in 2006.  Amaranth faces suits after
disclosing in September that year that it had lost 35%, or
approximately $6 billion, of the value of its natural gas bets due
to a dramatic move in gas prices.  Amaranth transferred its energy
portfolio to Citadel Investment Group and J.P. Morgan Chase & Co.
following the loss announcement.


AMBAC FINANCIAL: Unit May Be Put in Receivership, JPM Says
----------------------------------------------------------
Ambac Financial Group Inc.'s bond-insurance unit may be placed
into receivership, leaving no value for company's shareholders, as
the minimum surplus it's required to maintain dwindles, according
to JPMorgan Chase & Co., Christine Richard at Bloomberg reported.
The unit's statutory capital as of Sept. 30 "could very well be in
a deficit," Andrew Wessel, a JPMorgan analyst in New York, wrote
in a report November 5.

As of June 30, Ambac's insurance unit had statutory capital
surplus of $500 million which may have been completely eroded as
of the end of September, Mr. Wessel wrote.  Ambac was stripped of
its "AAA" credit ratings last year and has stopped writing new
business.

"I don't think there's a basis for his comments," said Peter
Poillon, a spokesman for Ambac. "He's making assumptions about our
statutory filings that haven't been completed at this point."

                    About Ambac Financial Group

Ambac Financial Group, Inc., through its subsidiaries, provided
financial guarantees and financial services to entities in both
the public and private sectors around the world.

The long-term senior unsecured debt of Ambac is rated CC with a
negative outlook by Standard & Poor's Ratings Service, a Standard
& Poor's Financial Services LLC business, and Ca, with a negative
outlook, by Moody's Investors Services, Inc. Ambac's principal
financial guarantee operating subsidiary, Ambac Assurance
Corporation, a guarantor of public finance and structured finance
obligations, has a CC financial strength rating with a developing
outlook by S&P, and a Caa2 financial strength rating with a
developing outlook from Moody's.

At September 30, 2009, Ambac had $18,099,056,000 in total assets
against $20,273,597,000 in total liabilities.  At September 30,
2009, Ambac had retained deficit of $4,448,113,000 and
stockholders' deficit of $2,174,541,000.


AMERIGROW RECYLING: Gets Interim Nod to Use Cash Collateral
-----------------------------------------------------------
Amerigrow Recycling-Delray, Limited Partnership, et al., sought
and secured the permission of the Hon. Erik P. Kimball of the U.S.
Bankruptcy Court for the Southern District of Florida to use cash
collateral of Fifth Third Bank on an interim basis.

Any cash or cash equivalents, funds or proceeds of or from the
collateral securing the obligations of the Debtors to Fifth Third
may constitute cash collateral.  The Debtors said that if they
cannot continue to use Cash Collateral, they likely will be forced
to cease operations and have their bankruptcy case converted to
Chapter 7 liquidation.

Fifth Third has agreed to the Debtors' interim use of cash
collateral, pending a final hearing on December 3, 2009.  The
parties agreed to a budget on the cash use for the period until
November 29, 2009, a copy of which is available for free at:

           http://bankrupt.com/misc/AMERIGROW_budget.pdf

Amerigrow LP borrowed $1,000,000 from Fifth Third prepetition.
The loan is secured by personal property of the Debtors.

On behalf of the Debtors, Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., says that Fifth Third is adequately
protected from any diminution in value of its collateral due to an
equity cushion in the collateral and replacement liens provided by
the Debtor prepetition.

Delray Beach, Florida-based Amerigrow Recycling-Delray, Limited
Partnership -- dba Amerigriow Recycling, Amerigrow Soils,
Amerigrow Golf, Amerigrow Trucking, Mulching Solutions -- was
founded in 1995, and operates as a full-service organic-recycling
facility, accepting organic landscape debris at its convenient
drive-thru Delray Beach store and dumping facility.

Amerigrow Recycling and its affiliates filed for Chapter 11 on
November 2, 2009 (Bankr. S.D. Fla. Case No. 09-34122).  The
Company listed $10,000,001 to $50,000,000 in assets and debts.


ANGIOTECH PHARMA: Posts $7.8 Million Net Loss in Q3 2009
--------------------------------------------------------
Angiotech Pharmaceuticals, Inc., disclosed last week its financial
results for the third quarter ended September 30, 2009.

The Company reported a net loss of $7.8 million for the quarter,
compared with a net loss of $622.4 million in the same period in
2008.  Total revenue was $63.2 million for the quarter, compared
with total revenue of $68.4 million in 2008.

"We were pleased to observe continued strong sales growth in our
Proprietary Medical Products business during the quarter, driven
primarily by increasing market adoption of our Quill(TM) SRS
product line," said Dr. William Hunter, President and CEO of
Angiotech.  "In addition, our solid early results from our recent
commercial launch of the Option(TM) Inferior Vena Cava Filter and
our preparations for a potential 2010 launch of our 5-FU anti-
infective product candidates leave us increasingly optimistic
about the opportunity to further accelerate growth in our
Proprietary Medical Products business in 2010 and beyond."

Net product sales were $48.7 million, Sales of Proprietary Medical
Products were $14.7 million, or 30% of total product sales.  Sales
of Base Medical Products were $34.0 million, or 70% of total
product sales.  Royalty revenue was $14.5 million.

Research and development expenses were $4.6 million.  Selling,
general and administrative expenses were $17.9 million.

Revenue from the Company's Proprietary Medical Products in the
third quarter of 2009 increased by 33% as compared to the third
quarter of 2008 and by 9% as compared to the second quarter of
2009.  Excluding the impact of foreign currency changes between
the respective periods, the revenue growth figures indicated above
would have been 36% and 8%, respectively.

Revenue from the Company's Base Medical Products declined by 4% in
the third quarter of 2009 as compared to the third quarter of
2008, and increased by 1% as compared to the second quarter of
2009.  Excluding the impact of foreign currency changes, revenue
would have declined by 3% as compared to the third quarter of 2008
and would have been flat as compared to the second quarter of
2009.

The Company said the decline in Base Medical Products sales as
compared to the third quarter of 2008 is due primarily to lower
sales of medical device components to other third party medical
device manufacturers, generally relating to certain customers that
have postponed or cancelled orders, or implemented inventory
reduction programs in response to changing economic and credit
market conditions, and more particularly relating to cancelled
orders for surgical needles by one of the Company's largest
customers.

Manufacturing of surgical needles, as of November 2008, was fully
transferred to the Company's facility in Aguadilla, Puerto Rico
from the Company's facility in Syracuse, New York.  The Company
believes that the closure of its Syracuse production facility in
November and the finalization of the move of surgical needle
production to Aguadilla, combined with the difficult economic and
credit market environment, may have continued to negatively impact
the Company's Base Medical Product sales during the third quarter
of 2009 as compared to the third quarter of 2008.

Royalty revenue derived from sales of TAXUS stent systems by
Boston Scientific Corporation (BSC) for the third quarter of 2009
decreased by 29% as compared to the third quarter of 2008, and
decreased by 14% as compared to the second quarter of 2009.  The
Company said the decrease in royalty revenues received from BSC is
primarily due to the entry of new competitors into the drug-
eluting coronary stent market during the second half of 2008 and
the resulting shifts in market share among these competitors over
the past four consecutive quarters.

                          Balance Sheets

As of September 30, 2009, the Company's consolidated balance
sheets showed $377.1 million in total assets and $680.4 million in
total liabilities, resulting in a 303.3 million shareholders'
deficit.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?496b

                            Liquidity

As of September 30, 2009, cash and short-term investments were
$53.8 million and net debt was $521.2 million, as compared with
cash and short-term investments of $39.8 million and net debt of
$535.2 million as of December 31, 2008.

During the three months ended September 30, 2009, operating
activities provided $3.0 million, and the Company used
$1.9 million to fund investing activities and $216,000 for
financing activities.  For the nine months ended September 30,
2009, operating activities provided $22.8 million, and the Company
used $7.0 million to fund investing activities and $3.2 million
for financing activities.  Cash resources are used to support
clinical studies, research and development initiatives, sales and
marketing initiatives, working capital requirements, debt
servicing requirements and for general corporate costs.  Cash
resources may also be used to fund acquisitions of, or investments
in, businesses, products or technologies that expand, complement
or are otherwise related to the Company's business.

                 About Angiotech Pharmaceuticals

Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI, TSX: ANP)
-- http://www.angiotech.com/-- is a global specialty
pharmaceutical and medical device company.  Angiotech discovers,
develops and markets innovative treatment solutions for diseases
or complications associated with medical device implants, surgical
interventions and acute injury.

                          *     *     *

As reported in the Troubled Company Reporter on October 9, 2009,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Vancouver-based Angiotech
Pharmaceuticals Inc. by two notches to 'CCC' from 'CC'.  The
outlook is negative.

At the same time, S&P raised its rating on the company's
$325 million senior unsecured notes two notches to 'CCC' (the
same as the corporate credit rating on Angiotech) from 'CC'.  The
recovery rating on the unsecured notes is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in a
default scenario.  Furthermore, S&P raised its rating on the
company's $250 million senior subordinated notes to 'CC' (two
notches below the corporate credit rating) from 'C'.  The recovery
rating on the subordinated notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in a default
scenario.

Finally, S&P removed all the ratings from CreditWatch with
positive implications, where they were placed June 25, 2009.


ASARCO LLC: Grupo Mexico Plan Confirmed by District Court
---------------------------------------------------------
Grupo Mexico, S.A.B. DE C.V. on November 15 announced that U.S.
District Court Judge Andrew S. Hanen has approved the full payment
reorganization plan proposed by GMEXICO for ASARCO LLC,
reintegrating the U.S. copper operations with GMEXICO's other
mining operations and one of the world's most competitive, low-
cost copper producers.

The decision, handed down by Judge Hanen late Friday, November 13,
from his courtroom in Brownsville, Texas, will return control of
ASARCO to Americas Mining Corp. (AMC), a GMEXICO subsidiary.
GMEXICO's reorganization plan was chosen over a competing plan
submitted by Sterlite Industries (USA), Inc., a subsidiary of
Vendanta Resources. Judge Hanen's decision confirmed a previous
recommendation from U.S. Bankruptcy Court Judge Richard Schmidt,
who presided over a three-week confirmation trial and had
previously ruled in favor of GMEXICO's plan. The transaction is
now expected to close by mid-December.

"We are very pleased that Judge Hanen approved our reorganization
plan and look forward to consummating the transaction to bring to
a close what has been a lengthy bankruptcy restructuring process
that will result in a stronger, more vibrant ASARCO and an
important contributor to GMEXICO's global mining operations," said
Jorge Lazalde, vice president and general counsel of ASARCO Inc.
"Throughout this bankruptcy process, GMEXICO's goal has been to
bring ASARCO out of bankruptcy in a manner that treats its
creditors and employees fairly, and leaves the company in the
strongest financial position possible. Our plan not only
accomplishes those goals, but will allow us to achieve our
original vision when we acquired ASARCO in 1999 of capitalizing on
the significant synergies that exist between ASARCO and GMEXICO's
other operations around the world while enhancing the quality
products and dependable services GMEXICO and ASARCO provide to
their customers.

"We are very appreciative of the judges, court officers and other
interested parties who worked so hard to achieve the best possible
result for ASARCO during this process. We are looking forward to
rekindling our relationships with the company, its employees and
the communities in which ASARCO operates and ensuring that ASARCO
will thrive as a strong, competitive company going forward."

The court-approved plan, among other things, calls for GMEXICO to
make a $2.2 billion cash contribution to ASARCO for distribution
to creditors, additionally disburse an estimated $1.4 billion in
cash on hand from ASARCO's balance sheet, guaranty ASARCO's
issuance of a one-year promissory note for $280 million payable to
the asbestos creditors, forgive $161 million worth of ASARCO
upstream tax obligations to AMC, and release AMC's claim to a $60
million tax refund which will instead remain with ASARCO's
operations.

To finance the plan, a syndicate of internationally recognized
financial institutions have committed to deliver up to $1.4
billion in financing to AMC which, in addition to GMEXICO's
commitment to contribute up to an additional $800 million, will
fund a $2.2 billion cash contribution on the closing date. AMC has
ensured its commitment to promptly close the confirmed Plan by
posting a $2.2 billion forfeitable good faith deposit of cash and
securities.

              Bankruptcy Judge Favored Grupo Plan

As reported by the TCR on Sept. 25, 2009, Bankruptcy Judge Richard
Schmidt stuck with his original decision that ASARCO LLC should
emerge from bankruptcy with Grupo Mexico LLC's proposed Chapter 11
plan and bid to regain control of its unit.

On August 31, Judge Schmidt issued a decision that Grupo's Mexico
offer was superior to Asarco LLC's plan, which was built around a
sale of the business to Sterlite Industries (India) Ltd., a unit
of India's Vedanta Resources Plc.

But after Judge Schmidt entered an decision recommending to
District Court Judge Andrew S. Hanen to recommend Grupo's plan,
Sterlite beefed up its offer for the business and stated that it
would release Grupo from a $8 billion liability in connection with
the $9.13 billion judgement against Grupo in connection with the
suit that it forced its unit to sell shares in Southern Peru
Copper Company, now known as Southern Copper Corporation.

In a September 24 ruling, Judge Schmidt, however, rejected
Sterlite's request that its bid, made after he made his Aug. 31
decision, should be considered by the federal judge who will
decide which company gets Asarco.  Letting Sterlite revise its bid
would be "fundamentally unfair," he said.

Judge Schmidt also said that Grupo's failure to reach an agreement
with the United Steel Workers does not render its plan unfeasible.
He said that the risk of a union strike is overstated.

Grupo Mexico and Sterlite have filed full-payment plans, each
promising to return full principal and interest to the creditors.
ASARCO LLC's plan sells the assets to Sterlite for $1.44 billion
in cash plus $722 million to monetize the SCC Litigation Trust.
In its plan, Grupo Mexico will contribute to the Debtor
$2.2 billion cash.

A copy of Judge Schmidt's latest recommendation to the District
Court is available for free at:

   http://bankrupt.com/misc/Asarco_Schmidt_Amended_Order.pdf

District Judge Hanen is expected to rule on the Plan in November
2009.  The Debtors are expected to emerge from bankruptcy by the
end of 2009 should Judge Hanen accept the Bankruptcy Court's
recommendation, Grupo Mexico SAB said.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


BASIN WATER: Heartland Advisors Ceases to be 5% Shareholder
-----------------------------------------------------------
In a regulatory filing, Heartland Advisors, Inc., and William J.
Nasgovitz, president and control person of Heartland Advisors,
Inc., disclosed that as of November 9, 2009, each of them has
ceased to be the beneficial owner of more than 5% of the common
stock of Basin Water, Inc.

A full-text copy of Amendment No. 1 to Heartland Advisors'
Schedule 13G is available for free at:

            http://researcharchives.com/t/s?495d

Based in Rancho Cucamonga, California, Basin Water, Inc. --
http://www.basinwater.com/-- designs, builds and implements
systems for the treatment of contaminated groundwater, industrial
process water and air streams from municipal and industrial
sources.

The Company and its affiliate, Basin Water-MPT Inc., filed for
Chapter 11 protection on July 16, 2009 (Bankr. D. Del. Lead Case
No. 09-12526).  Jaime Luton, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $50,599,051 in total
assets and $14,235,275 in total liabilities.


BEARINGPOINT INC: Hasn't Filed 10-Qs; Financials Shown in MORs
--------------------------------------------------------------
BearingPoint, Inc., disclosed in a regulatory filing that its Form
10-Q report for the three months ended September 30, 2009, could
not be filed within the prescribed time period without
unreasonable effort or expense.

The Company gave the same notices for the two previous quarters of
the year.  It has not filed its Form 10-Qs for the first and
second quarters.

The Company said it will continue to file on Form 8-K copies of
the monthly financial reports that are required to be filed with
the Bankruptcy Court in lieu of continuing to file quarterly and
annual reports.

As reported in the Troubled Company Reporter on November 7, 2009,
BearingPoint incurred a net loss of $570,000 on revenue of
$1.2 million for the month of September.  At Sept. 30, 2009,
BearingPoint had $803.4 million in total assets and $1.85 billion
in total liabilities.

A full-text copy of the operating report is available at no charge
at http://researcharchives.com/t/s?4874

                        About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.  A full-text copy of
the Company's 2008 annual report is available for free at
http://researcharchives.com/t/s?3db8

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.  BearingPoint Inc. is
presently soliciting votes for the liquidating Chapter 11 plan.
The confirmation hearing is scheduled for December 17.


BEAZER HOMES: Posts Lower Net Loss at $189.3MM for Fiscal 2009
--------------------------------------------------------------
Beazer Homes USA, Inc., lowered its net loss to $189,383,000 for
the year ended September 30, 2009, from a net loss of $951,912,000
for fiscal year 2008.  The Company swung to net income of
$33,791,000 for the three months ended September 30, 2009, from a
net loss of $473,941,000 for the same period a year ago.

Total revenue was $1,005,212,000 for fiscal 2009, from
$1,813,513,000 during the prior year.  Total revenue was
$376,348,000 for the three months ended September 30, 2009, from
$649,795,000 for the year-ago quarter.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

As of September 30, 2009, the Company's backlog consists of 1,193
homes with a sales value of $280.8 million compared to 1,318 homes
with a sales value of $318.4 million as of September 30, 2008.

Ian J. McCarthy, President and Chief Executive Officer, said,
"Following difficult market conditions throughout fiscal 2009, we
were pleased to finish the year with a fourth quarter year-over-
year increase in net new home orders from continuing operations,
improved gross margins and a significant cash balance. During the
quarter, we experienced some moderation in negative market trends,
with attractive interest rates, historically high housing
affordability and the federal tax credit attracting more
prospective buyers to purchase a new home.  Nonetheless, elevated
unemployment and rising foreclosure activity make it difficult to
predict when and to what extent the housing market will
sustainably recover. In light of the difficult market conditions,
we will maintain a disciplined operating approach, focused on
gradually improving profitability and protecting our liquidity."

On September 11, 2009, the Company issued and sold $250 million
aggregate principal amount of 12% Senior Secured Notes due 2017 at
an issue price of 89.50%, resulting in net proceeds to the Company
of $220 million, which were used to replenish cash that had been
used to fund open market repurchases of outstanding senior notes
that it had made or agreed to make since April 1, 2009.

During the fourth fiscal quarter, the Company repurchased $269.3
million of outstanding senior notes for an aggregate purchase
price of $189.5 million, or an average price of 70.4%, plus
accrued and unpaid interest.  The repurchases resulted in a pre-
tax gain on the extinguishment of debt of roughly $75.0 million.
In August 2009, the Company also negotiated a reduced payoff of
one of its secured notes payable relating to a joint venture which
was previously consolidated by the Company, resulting in a pre-tax
gain on early extinguishment of debt of $14.3 million.

The Company intends to file a Form S-3 Universal Shelf
registration statement under which it may offer, from time to
time, senior debt securities, subordinated debt securities, common
stock, preferred stock, depositary shares, warrants, rights, stock
purchase contracts or stock purchase units.  However, the Company
is not pursuing any particular offering under the registration at
this time.

                          Joint Ventures

Beazer disclosed that three of its unconsolidated joint ventures
are in default -- or have received default notices -- under their
debt agreements at September 30, 2009.  Beazer said to the extent
it is unable to reach satisfactory resolutions, it may be called
upon to perform under its applicable guarantees.

Beazer participates in a number of land development joint ventures
in which Beazer has less than a controlling interest.  Beazer
enters into joint ventures to acquire attractive land positions,
to manage risk profile and to leverage capital base.  The joint
ventures are typically entered into with developers, other
homebuilders and financial partners to develop finished lots for
sale to the joint venture's members and other third parties.
Investments in joint ventures totaled $30.1 million at
September 30, 2009.

The joint ventures typically obtain secured acquisition and
development financing.  At September 30, 2009, the unconsolidated
joint ventures had borrowings outstanding totaling $422.7 million,
of which $327.9 million related to one joint venture in which
Beazer is a 2.58% partner.  At September 30, 2009, Beazer had
repayment guarantees of $15.8 million and loan-to-value
maintenance guarantees of $3.9 million of debt of certain of its
unconsolidated joint ventures.

"If one or more of the guarantees under these debt agreements were
drawn upon or otherwise invoked, our obligations could be
significant, individually or in the aggregate, which could have a
material adverse effect on our financial position or results of
operations. We cannot predict whether such events will occur or
whether such obligations will be invoked," Beazer said.

During fiscal 2009, Beazer wrote down its investment in certain
joint ventures reflecting $13.8 million of impairments of
inventory held within those ventures.

A full-text copy of the Company's Form 10-K report is available at
no charge at http://ResearchArchives.com/t/s?4951

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4952

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                           *     *     *

Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating.   On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.

Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.

On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".


BELO CORPORATION: Fitch Assigns 'BB' Rating on $275 Mil. Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the Belo Corporation's
$275 million senior notes due 2016.  Additionally, Fitch has
affirmed all other ratings of Belo:

  -- Issuer Default Rating at 'BB-';
  -- Guaranteed bank facility at 'BB+';
  -- Senior non-guaranteed unsecured notes/bonds at 'B+'.

The Rating Outlook remains Negative.

The 'BB-' IDR and Negative Outlook reflect the continued weak
macro-economic environment impacting Belo's local media
properties.  Fitch expects Belo's Arizona markets (less than 15%
of total revenue) to potentially remain pressured over the long-
term due to the affiliation profile of the stations and micro-
economic environment of the region.  Fitch expects Belo's
remaining markets to remain weak relative to historical years,
however, should be able to maintain strong margins and generate
sufficient free cash flow to de-lever the balance sheet at
approximately 5% - 10% of debt per year after taking into account
pension contributions.  The concurrent 18-month extension of the
bank facility should give the company sufficient time to
completely pay it down by its new maturity of December 2012.  The
'BB-' IDR takes into account that the company will depend on the
external capital markets to re-finance at least a portion of its
$175 million 2013 senior unsecured notes.  Fitch expects the
company to generate in excess of $50 million of incremental free
cash flow (i.e., beyond that used to pay down the bank facility)
that could be used for this maturity and that its leverage profile
should be under 3 times on a guaranteed basis by the time this
maturity is due.

The ratings continue to be supported by Belo's strong local
presence in the top-50 U.S. markets and top network affiliations.
Fitch continues to believe that there is an overcapacity of
premium-priced media outlets in most mid-to-major markets.  In
Fitch's view the lower rated stations that are unable to
sufficiently aggregate the local market audiences will bear a
disproportionate share of pressure.  Excluding Arizona, Belo
maintains strong network affiliations and has a track record of
making investments in its news infrastructure, which has
positioned it to have either the No.1 or No.2 station in most of
its markets.  As such, Fitch would expect Belo to compete
effectively with the Internet, radio and outdoor by taking market
share from print products over the intermediate term.  Newspapers
in some of Belo's television markets (Seattle, Tucson) have
already announced closings and Fitch expects this trend to
continue.

Long-term secular risks continue to be present related to time-
shifting, however, it is Fitch's expectations that local
broadcasters will continue to remain relevant and capture material
audiences that local, regional and national spot advertisers will
demand.  The 'BB-' IDR takes into account Fitch expectations that
the broadcast networks could seek reverse compensation.

The company's liquidity is comprised of $3 million of cash and
approximately $300 million revolver availability (taking into
account this note offering).  The 'BB' rating on the 2016 notes
reflect the subordinate guarantees it will receive from all
material subsidiaries.  The guarantees will be subordinate to the
guarantees the bank facility receives.  Fitch expects the company
to successfully complete amendments to its bank facility in order
to generate adequate room under its leverage covenant.  Without an
amendment, Fitch would expect the company to be in breach of its
existing leverage covenant by year-end.


BGM PASADENA: Files Schedules of Assets and Liabilities
-------------------------------------------------------
BGM Pasadena LLC filed with the asks the U.S. Bankruptcy Court for
the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property              $182,670
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,972,827
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $256,507
                                 -----------      -----------
        TOTAL                    $10,182,670       $7,229,334

Pasadena, California-based BGM Pasadena LLC filed for Chapter 11
bankruptcy protection on October 22, 2009 (Bankr. C.D. Calif. Case
No. 09-39135).  John Schock, Esq., assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities
in its bankruptcy petition.


BIOJECT MEDICAL: Files Q3 Quarterly Report on Form 10-Q
-------------------------------------------------------
Bioject Medical Technologies Inc. reported a net loss of $174,207
for the three months ended September 30, 2009, from a net loss of
$1,039,551 for the same period a year ago.  The Company posted a
net loss of $699,433 for the nine months ended September 30, 2009,
from $2,608,495 for the same period a year ago.

At September 30, 2009, the Company had $4,906,129 in total assets
against total current liabilities of $2,727,421, deferred revenue
of $1,276,879 and other long-term liabilities of $375,314.  At
September 30, the Company accumulated deficit of $121,793,922 and
stockholders' equity of $526,515.  The September 30 balance sheet
also showed strained liquidity: The Company had $2,393,297 in
total current assets against $2,727,421 in total current
liabilities.

Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows and accumulated
deficit, the report of the Company's independent registered public
accounting firm for the year ended December 31, 2008 expressed
substantial doubt about the Company's ability to continue as a
going concern.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4966

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

                       Going Concern Doubt

As of June 30, 2009, the Company had $5.6 million in total assets;
$3.2 million in total current liabilities, $1.3 million in
deferred revenues, and $373,000 in other long-term liabilities;
and $636,000 in stockholders' equity.  At June 30, 2009, cash and
cash equivalents totaled $1.3 million and accumulated deficit is
$121.6 million.

In its Form 10-Q report filed August 13, the Company noted that
due to its limited amount of additional committed capital,
recurring losses, negative cash flows and accumulated deficit, the
report of its independent registered public accounting firm for
the year ended December 31, 2008 expressed substantial doubt about
our ability to continue as a going concern.

The Company said it continues to monitor its cash and has taken
measures to reduce expenditure rate, delay capital and maintenance
expenditures and restructure its debt.  However, even if it is
able to defer, convert or restructure debt, the Company expects
needing to do one or more of the following to provide additional
resources in the third quarter of 2009:

    -- secure additional short-term debt financing;
    -- secure additional long-term debt financing;
    -- secure additional equity financing;
    -- secure a strategic partner; or
    -- reduce operating expenditures.


BLM AIR CHARTER: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BLM Air Charter LLC
        c/o Irving H. Picard, Esq.
        Baker Hostetler LLP
        45 Rockefeller Plaza
        New York, NY 10111

Case No.: 09-16757

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Regina Griffin, Esq.
                  Windels Marx Lane & Mittendorf, LLP
                  156 West 56th Street
                  New York, NY 100019
                  Tel: (212) 237-1113
                  Fax: (212) 262-1215
                  Email: rgriffin@windelsmarx.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Irving H. Picard.

Debtor's List of 2 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Embraer Aircraft Customer  Indy Piquet, Esq.      $240,729
Services, Inc.             Mr. Scott Kalister

Rolls-Royce Corporation    Tyler C. Dunn, Comm    $181,290
                           AE Customer


BOOM DRILLING: Wants to Auction Trucks on November 17 and 18
------------------------------------------------------------
Boom Drilling Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Oklahoma to sell
property free and clear of liens, claims and encumbrances pursuant
to Section 363 of the Bankruptcy Code.

The Debtors relate that on Feb. 4, 2009, the Court authorized the
sale of all of the drilling rigs and related equipment owned by
Boom to Laurus Master Fund, Ltd.  As of the closing of that sale,
Boom ceased doing business and has been liquidating remaining
assets and collecting accounts receivable.

The majority of the remaining assets consist of a number of trucks
and related equipment.

The Debtor add that FCC Equipment Financing, Inc., holder of a
secured claim amounting to $352,519, as of Oct. 15, 2009, has a
lien on these trucks:

     2007 Peterbilt 357 VIN 1NP-ALBTX-6-7N696207
     2006 Kenworth T-800 VIN 1NKDLBOX77J155077
     2006 Kenworth T-800 VIN 1NKDLBOX97J165078
     2005 Kenworth T-800 VIN 1NKDXBOX26R139667
     2005 Kenworth T-800 VIN 1NKDXBOX46R141159
     2005 Kenworth T-800 VIN 1NKDXBOX26R141158
     2005 Kenworth T-800 VIN 1NKDXBOX06R141157

The Debtors intend to sell the Trucks through an auction to be
conducted by Kruse Energy & Equipment, LLC on Nov. 17-18, 2009.

The Debtors further state that the expected proceeds from the sale
of the FCC Collateral are $820,000, almost two and one-half times
the FCC Claim.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom.  Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Irena
Damnjanoska, Esq., and Stephen J. Moriarty, Esq., at Fellers
Snider Blankenship Bailey, represent the Debtors in their
restructuring efforts.  Monty L. Cain, Esq., at Foshee & Yaffe,
serves as counsel to the Creditor Committee.  When the Debtors
filed for protection from their creditors, they listed assets of
between $100 million and $500 million, and debts of between
$50 million and $100 million.


BRIDGEVIEW AEROSOL: Gets Interim OK to Use Cash Collateral
----------------------------------------------------------
Bridgeview Aerosol, LLC, Aeronuevo, LLC, and USAerosols, LLC,
sought and obtained the interim approval of the U.S. Bankruptcy
Court for the Northern District of Illinois to use Well Fargo
Bank's cash collateral

The Debtors can use the cash collateral to operate their business
and to facilitate the reorganization of their balance sheets and
business immediately and can extend through November 24, 2009,
unless subsequently extended by written agreement of the Debtors
and Wells Fargo or by further order of the Court.

The Debtors entered on March 20, 2008, into a business credit and
security agreement, as amended, with Wells Fargo Bank to permit
loan advances, including: (a) a $13,000,000 revolving line of
credit for Bridgeview Aerosol's working capital requirements,
letters of credit needs and the refinance of existing senior bank
indebtedness; (b) a $1,545,000 term loan to allow Bridgeview
Aerosol to refinance existing indebtedness relating to equipment;
(c) a $4,125,000 term loan to enable AeroNuevo to refinance
existing senior bank indebtedness relating to real estate; and (d)
a $500,000 loan facility to finance Bridgeview Aerosol's purchase
of new equipment.  The Debtors pledged all of their assets as
security under the Loan Agreement.  As of the Petition Date, the
Debtors' balance under the Loan Agreement is in excess of
$12,000,000.

The Debtors and Wells Fargo entered into certain Master Agreement
for Treasury Management Services and Blocked Account Control
Agreement directing deposit of all of Wells Fargo's cash
collateral into an account in the name of Wells Fargo, pursuant to
the terms of the Lockbox Agreement.

Wells Fargo is consenting to Debtors' use of Cash Collateral, in
accordance with the provisions of the interim court order and the
budget, subject to a permitted variance of 10% per line item.  A
copy of the Budget is available for free at:

      http://bankrupt.com/misc/BRIDGEVIEWAEROSOL_budget.pdf

The Debtors will make provisional interest payments to Wells Fargo
as adequate protection for any diminution in value of its
collateral:

     (a) $31,000 per month for their use of the Cash Collateral,
         plus

     (b) $10,287 per month for the Debtors' use of the property in
         Bridgeview, Illinois, that AeroNuevo owns.

The Debtors will also grant Wells Fargo Bank liens of the highest
available priority upon any asset that the Debtors acquire
postpetition and any proceeds generated from the property; and
adequate protection liens, which will be subject only to prior
perfected and unavoidable liens in property of the Debtors' estate
as of the Petition Date.  In case the adequate protection liens
and provisional interest payments are inadequate, Wells Fargo will
have an allowed claim against the Debtors' estates that will be
superior to any claim, whether an administrative of priority
claim, against the Debtors' estates.

The Lockbox Agreement will continue in full force and effect
through the Interim Hearing on November 24, 2009, at 10:30 a.m.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BRUCE SACKRISON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Bruce J. Sackrison
               Nannette V. Sackrison
               179 Moss Lane
               Napa, CA 94558

Bankruptcy Case No.: 09-13803

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,535,582,
and total debts of $3,015,173.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/canb09-13803.pdf

The petition was signed by the Joint Debtors.


BURLINGTON COAT: Bank Debt Trades at 10.4% Off
----------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 89.60 cents-on-the-dollar during the week ended Friday,
Nov. 13, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.55 percentage points from the previous week, The Journal
relates.  The debt matures on May 28, 2013.  The Company pays 225
basis points above LIBOR to borrow under the loan facility and it
carries Moody's B3 rating and Standard & Poor's CCC+ rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Burlington Coat Factory Warehouse Corp. operate stores in 44
states and Puerto Rico, which sell apparel, shoes and accessories
for men, women and children.  A majority of the stores offer a
home furnishing and linens department and a juvenile furniture
department.  The Company operates 433 stores under the names
"Burlington Coat Factory Warehouse" (415 stores), "MJM Designer
Shoes" (15 stores), "Cohoes Fashions" (two stores), and "Super
Baby Depot" (one store).

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-';
US$800 million asset-based revolver rating at 'B+/RR1';
US$900 million term loan rating at 'B/RR3', on Burlington Coat
Factory Warehouse Corp.  Fitch revised these ratings to reflect
the new issue rating definitions as of March 2009 --
US$305 million senior unsecured notes revised to 'CC/RR6' from
'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6'
from 'CCC-/RR6'.


CANNERY CASINO: Moody's Junks Corporate Family Rating From 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Cannery Casino Resorts, LLC's
Corporate Family and Probability of Default ratings to Caa1 from
B2 and assigned a negative outlook in anticipation of continued
weak operating performance and near-term covenant compliance
concerns.  Moody's also lowered the company's senior secured
revolver and term loans to B3 from B1, and its second lien term
loan to Caa3 from Caa1.

The downgrade reflects the slower than expected ramp up at
Cannery's two new casino facilities --- the permanent facility at
The Meadows which opened in April 2009 and Eastside Cannery in
North Las Vegas which opened in August 2008.  As a result,
leverage will be significantly higher than expected.  Moody's
expects that Cannery's debt/EBITDA will likely exceed 7.5 times
(excluding EBITDA add-backs allowed under the covenants) over the
next 12 to 18 months -- despite the second quarter debt repayment
from equity proceeds of about $225 million.

Despite a good initial growth rate in gaming revenues for The
Meadows from April 2009 through August 2009 -- albeit less than
what was originally projected -- the permanent facility's growth
rate slowed considerably in September 2009 and October 2009.  As a
result, Moody's expects this will put The Meadows EBITDA -- which
currently accounts for about two-thirds of Cannery's consolidated
EBITDA (before management fees) -- further behind original ramp-up
expectations.  At the same time, the East Side Cannery and two
other Las Vegas casinos are also performing well below original
expectations and will continue to struggle in the foreseeable
future along with the entire Las Vegas locals market.

The negative outlook anticipates that Cannery's earnings
challenges will continue and that the company will face leverage
covenant issues in the fourth quarter of 2009.  In the fourth
quarter 2009, the leverage covenant in the Cannery's loan
agreement steps down to 5.75 times from 6.0 times.  Additionally,
the company will no longer receive the benefit of a December 2008
equity cure contribution that helped the company meet its leverage
covenants through the quarter ended September 30, 2009.  Moody's
primary concern is that Cannery will need to seek covenant relief
at a time when operating conditions remain challenged.  Covenant
relief may also significantly increase the company's interest
costs -- Cannery currently benefits from relatively low interest
costs -- and reduce its free cash flow prospects.

Ratings lowered and assessments adjusted:

  -- Corporate Family Rating to Caa1 from B2

  -- Probability of Default Rating to Caa1 from B2

  -- Senior secured first lien term loan due 2013 to B3 (LGD 3,
     41%) from B1 (LGD 3, 39%)

  -- Senior secured first lien revolver maturing in 2012 to B3
     (LGD 3, 41%) from B1 (LGD 3, 39%)

  -- Senior secured delayed draw term loan due 2013 to B3 (LGD 3,
     41%) from B1 (LGD 3, 39%)

  -- Senior secured second lien term loan due 2014 to Caa3 (LGD 6,
     90%) from Caa1 (LGD 5, 88%)

The last rating action for Cannery's was on May 29, 2009, when
Moody's confirmed the company's ratings and assigned a negative
outlook.

Cannery Casino Resorts, LLC, is a privately held gaming company
that owns and operates one casino in Pennsylvania and three
casinos in Las Vegas, NV.  The company generates about
$490 million of annual net revenue.


CAPMARK FINANCIAL: Unidentified Bidder May Compete with Berkadia
----------------------------------------------------------------
Capmark Financial Group Inc. and its units obtained approval to
hold auction for their commercial mortgage servicing and mortgage
banking business assets, were an entity owned by Berkshire
Hathaway Inc. and Leucadia National Corp. would be the lead
bidder.

As reported in detail by the TCR on November 3, the Berkshire
entity, Berkadia Commercial Mortgage LLC, f/k/a Berkadia III, LLC,
pursuant to an Asset Put Agreement dated September 2, 2009, will
acquire the business for a purchase price in excess of $1.093
billion, unless it is outbid at an auction.

Competing bids are due Nov. 20, followed by the auction Nov. 23.
A hearing to approve the sale was set for Nov. 24.

According to Bloomberg's Bill Rochelle, a lawyer for Capmark
Financial told the bankruptcy judge at the hearing on the bidding
procedures there may be a bid from a strategic buyer to top
Berkadia's stalking horse offer.  Its offer as yet doesn't comply
with bidding rules, so negotiations continue, the lawyer said.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Fr? res & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


CASCADES INC: Moody's Affirms 'Ba2' Rating, Gives Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed Cascades Inc.'s ratings and
revised the ratings outlook to stable from negative reflecting
improvement in operating and financial performance despite the
challenging environment.  Moody's also upgraded Cascades'
speculative grade liquidity rating to SGL-2 from SGL-3.

Cascades' outlook revision reflects the company's improved
operating and financial performance, with the expectation that the
company's performance will be sustained as economic conditions
improve.  Despite challenging economic conditions and the strong
Canadian dollar, Cascades improved its financial position through
a combination of aggressive cost reductions, improved demand for
green products, the successful restructuring of the company's
boxboard segment and the resiliency of the end markets that the
company serves.  Moody's incorporates expectations that the
company's credit protection metrics will be firmly established at
levels commensurate with the current Ba2 corporate family rating
as management achieves further operational efficiencies and
reduces debt from operating cash flow.

Cascades' 'Ba2' corporate family rating reflects the diversity
derived from its containerboard, boxboard, specialty packaging and
tissue businesses, the relatively stable margins of these
products, the improved financial performance of the boxboard
segment, and the company's vertically integrated operations.
Offsetting these strengths are the company's lack of geographic
diversification, exposure to the strong Canadian dollar, volatile
input costs and the company's tendency to conduct relatively
small, but debt-financed acquisitions.

The upgrade in the speculative grade liquidity rating to SGL-2
reflects the company's improved financial flexibility resulting
from increased revolver availability, expectations of continued
positive free cash flow generation and improved headroom under
financial covenants.  Cascades' liquidity profile is also
supported by expectations of ongoing compliance with financial
covenants, no significant near term debt maturities, and strong
alternative liquidity potential from assets sales.

Upgrades:

Issuer: Cascades Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Outlook Actions:

Issuer: Cascades Inc.

  -- Outlook, Changed To Stable From Negative

Moody's last rating action on Cascades was on October 6, 2008,
when Moody's changed the rating outlook to negative from stable
and affirmed all the company's ratings.

Headquartered in Kingsey Falls, Quebec, Cascades is a
predominantly North American producer of recycled boxboard,
containerboard, and specialty packaging and tissue products.


CEDAR FAIR: Bank Debt Trades at 6.1% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 93.89 cents-on-the-
dollar during the week ended Friday, Nov. 13, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.64 percentage points
from the previous week, The Journal relates.  The bank loan
matures on Aug. 30, 2012.  The bank loan carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among the 172 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 13.

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.  Cedar
Fair is the second-largest regional theme park company in the U.S.
in terms of attendance.

Cedar Fair carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


CENTURY ALUMINUM: Completes Consent Solicitation for 2024 Notes
---------------------------------------------------------------
Century Aluminum Company has successfully completed its
solicitation of consents to amend the indenture governing its
1.75% Convertible Senior Notes due 2024, CUSIP Nos. 156431AE8 and
156431AD0, to modify certain events of default relating to certain
bankruptcies and insolvencies.  The company has been advised by
the information and tabulation agent for the consent solicitation
that approximately 90% of holders of the 2024 Notes consented to
the proposed amendments.

Century Aluminum Company owns primary aluminum capacity in the
United States and Iceland.  Century's corporate offices are
located in Monterey, California.

                    About Century Aluminum

Century Aluminum Company owns primary aluminum capacity in the
United States and Iceland. Century's corporate offices are located
in Monterey, California.

                        *     *    *

As reported in the Troubled Company Reporter on October 6, 2009,
Moody's Investors Service changed Century Aluminum Company's
probability of default rating to Caa3/LD as Moody's believes that
CENX has completed the first $15 million exchange of 1.75%
convertible senior notes for a discounted value equivalent to
approximately 1.2 million shares.  CENX has announced agreements
to exchange $83 million aggregate principal for approximately 7.1
million shares, representing discounted values of the debt.


CENTURY BANK, SARASOTA: IBERIABANK Assumes All Deposits
-------------------------------------------------------
Century Bank, Federal Savings Bank, Sarasota, Florida, was closed
November 13 by the Office of Thrift Supervision, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with IBERIABANK, Lafayette, Louisiana, to
assume all of the deposits of Century Bank, FSB.

The 11 branches of Century Bank, FSB will reopen during normal
business hours as branches of IBERIABANK.  Depositors of Century
Bank, FSB will automatically become depositors of IBERIABANK.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branches until IBERIABANK can fully integrate
the deposit records of Century Bank, FSB.

As of October 31, 2009, Century Bank, FSB had total assets of $728
million and total deposits of approximately $631 million.  The
FDIC accepted a 1.5 percent discount on the deposits of the failed
bank from IBERIABANK.  In addition to assuming all of the deposits
of the failed bank, IBERIABANK agreed to purchase $706 million of
the failed bank's assets.  The FDIC retained the remaining assets
for later disposition.

The FDIC and IBERIABANK entered into a loss-share transaction on
approximately $656 million of Century Bank, FSB's assets.
IBERIABANK will share in the losses on the asset pools covered
under the loss-share agreement. The loss-sharing arrangement is
projected to maximize returns on the assets covered by keeping
them in the private sector. The agreement also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-613-0378.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/centuryfsb.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $344 million.  IBERIABANK'S acquisition of all the
deposits was the "least costly" resolution for the DIF compared to
alternatives.  Century Bank, FSB is the 121st FDIC-insured
institution to fail in the nation this year, and the tenth in
Florida. The last FDIC-insured institution closed in the state was
Flagship National Bank, Bradenton, on November 6, 2009.


CHAMPION ENTERPRISES: Wells Fargo No Longer Holds Equity Stake
--------------------------------------------------------------
Wells Fargo and Company reports it no longer holds an equity stake
in Champion Enterprises Inc.

As reported by the Troubled Company Reporter on November 9, 2009m
Champion Enterprises and its wholly owned subsidiary, Champion
Home Builders Co., have executed an extended waiver and
forbearance agreement relating to the Amended and Restated Credit
Agreement among the Company, Champion Homes, Credit Suisse, Cayman
Islands Branch, as Administrative Agent, and the lenders party
thereto, dated as of April 7, 2006, as amended.

Pursuant to the Extended Forbearance Agreement, the Lenders
extended the previous Forbearance Agreement (which had been
entered into on October 9, 2009) in all material respects from
October 30, 2009 through November 13, 2009.  The Extended
Forbearance Agreement remains subject to termination prior to such
date upon the occurrence of certain triggering events described in
the Forbearance Agreement.

At the end of the second quarter, the Company was not in
compliance with the amended financial covenants contained in its
bank credit facility.  In addition to seeking an amendment to the
credit facility, Champion is exploring other alternatives, which
could include a debt restructuring.

Champion Enterprises has not provided any update on the matter as
of press time.

                   About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc. --
http://www.championhomes.com/-- operates 27 manufacturing
facilities in North America and the United Kingdom distributing
its products through independent retailers, builders and
developers.  The Champion family of builders produces manufactured
and modular homes, as well as modular buildings for government and
commercial applications.

As of July 4, 2009, the Company had $596.4 million in total
assets; and total current liabilities of $269.6 million, long-term
debt of $193.5 million, deferred tax liabilities of $38.1 million,
and other long-term liabilities of $31.4 million; resulting in
shareholders' equity of $63.6 million.

In August 2009, Standard & Poor's Ratings Services lowered its
ratings, including its corporate credit ratings, on Champion
Enterprises and Champion Home Builders.  S&P lowered the corporate
credit ratings to 'CC' from 'CCC-'.  The outlook is negative.
"The rating action reflects the increased likelihood of a debt
restructuring, which S&P would view as distressed and tantamount
to default," said Standard & Poor's credit analyst George Skoufis.


CHARTER COMMS: Plan Order Forthcoming; Has $1.03 Bil. Q3 Loss
-------------------------------------------------------------
Charter Communications, Inc., reported financial and operating
results for the three and nine months ended September 30, 2009.

    Key year-over-year highlights:

    -- Third quarter revenues of $1.693 billion grew 3.8% on a
       pro forma basis and 3.5% on an actual basis, driven by
       increases in telephone, high-speed Internet (HSI) and
       commercial revenues.

    -- Third quarter adjusted EBITDA of $606 million grew 7.8%
       on a pro forma basis and 7.6% on an actual basis.

    -- Third quarter adjusted EBITDA margin of 35.8% increased
       140 basis points on an actual basis, driven by continued
       operational efficiencies.

    -- Total average monthly revenue per basic video customer
       (ARPU) for the quarter increased 8.2% year-over-year to
       $115.26, driven by increased sales of The Charter
       Bundle(TM).

    -- Revenues for the nine months ended September 30, 2009
       increased 4.9% on a pro forma basis and 4.6% on an actual
       basis compared to 2008.

    -- Adjusted EBITDA for the first nine months of 2009
       increased 9.7% on a pro forma basis and 9.5% on an actual
       basis compared to 2008.

"Third quarter and year to date revenue and adjusted EBITDA
increases reflect continued growth of our high-speed Internet and
telephone businesses, both residential and commercial," said Neil
Smit, President and Chief Executive Officer.  "We continue to
provide value to our customers by enhancing our products and
service and by leveraging our advanced technology.  For example,
we increased our upload and download speeds, making Charter's
high-speed Internet service even more attractive to our customers
and further strengthening our advantage over DSL.  In what is
proving to be a challenging environment, we continue to deliver
solid results, thanks to our continued focus on enhancing the
customer experience, promoting the value of the bundle and
remaining disciplined in expense management."

Key Operating Results

All of the following customer and ARPU statistics are presented on
a pro forma basis.  Charter served approximately 12.6 million
revenue generating units (RGUs) as of September 30, 2009.
Approximately 56% of Charter's customers subscribe to a bundle, up
from 52% in the third quarter of 2008.  Charter's pro forma ARPU
for the third quarter of 2009 was $115.26, an increase of 8.2%
compared to third quarter 2008, primarily as a result of higher
bundled penetration.

Third quarter 2009 customer changes (on a pro forma basis)
included:

    -- Digital video customers increased by approximately 22,800
       and basic video customers decreased by approximately
       46,500 during the third quarter.  Video ARPU was $61.49
       for the third quarter of 2009, up 4.1% year-over-year.

    -- HSI customers grew by approximately 52,400 during the
       third quarter of 2009.  HSI ARPU of $41.59 increased
       approximately 2.6% compared to the year-ago quarter,
       driven by customer upgrades to higher speeds of service
       and increased penetration of home networking service.

    -- Third quarter 2009 net gains of telephone customers were
       approximately 55,300.  Telephone penetration is now 14.5%
       of approximately 10.6 million telephone homes passed as
       of September 30, 2009.  Telephone ARPU of $42.76
       increased approximately 5.1% compared to the year-ago
       quarter.

    -- As of September 30, 2009, Charter served approximately
       5.3 million customers and the Company's 12.6 million RGUs
       were comprised of 4.9 million basic video, 3.2 million
       digital video, 3.0 million HSI and 1.5 million telephone
       customers.

Third Quarter Results -- Actual and Pro forma

Third quarter revenues of $1.693 billion increased 3.8%
compared to the year-ago quarter on a pro forma basis and 3.5% on
an actual basis.  The increase is the result of telephone, HSI and
commercial revenue growth.

Telephone revenues for the 2009 third quarter were $183 million, a
27.1% increase over third quarter 2008, driven by a larger
telephone customer base and an increase in telephone ARPU.  HSI
revenues were $371 million, up 8.5% year-over-year due to an
increased number of customers and ARPU growth.  Commercial
revenues rose to $113 million, a 13% increase year-over-year,
primarily resulting from increased sales of the Charter Business
Bundle(R) to small and medium-size businesses, growth in our
fiber-based data services and the launch of primary rate interface
(PRI) services.  Video revenues were $861 million, down slightly
compared to the year-ago quarter, as a decline in basic video
customers was partially offset by digital and advanced services
revenue growth.  Advertising sales revenues of $64 million for the
third quarter of 2009, which showed improvement compared to the
second quarter of 2009, declined 20.0% year-over-year on an actual
basis, primarily as a result of significant decreases in revenues
from the political, automotive and retail sectors.

Operating costs and expenses totaled $1.087 billion for the
third quarter of 2009, a 1.3% increase on an actual basis compared
to the year-ago period.  Operating expenses for the 2009 third
quarter, which include programming, service and advertising sales
costs, were $736 million, a 3.7% increase year-over-year on an
actual basis, primarily as a result of increased programming
costs.  Selling, general and administrative expenses were
$351 million, a decrease of 3.3% on an actual basis compared to
the year-ago quarter, reflecting efficiencies gained in our
operations.

Adjusted EBITDA for the third quarter of 2009 rose to
$606 million, up 7.8% compared to the year-ago period on a pro
forma basis and up 7.6% on an actual basis.

Charter reported $2.591 billion of loss from operations in the
third quarter of 2009, compared to $208 million of income from
operations in the third quarter of 2008.

As a result of the continued economic pressure on the Company's
customers from the recent economic downturn along with increased
competition, the Company determined that its projected future
growth would be lower than previously anticipated in its annual
impairment testing in December 2008, which determination resulted
in a requirement that the Company perform an interim franchise
impairment analysis.  In the third quarter, the Company recorded
approximately $2.854 billion of non-cash impairment of franchises
as a result of this impairment analysis, as required by Accounting
Standards Codification ("ASC") 350, Intangibles -- Goodwill and
Other.

Net loss for the third quarter of 2009 was $1.035 billion, or
$2.73 per common share.  For the third quarter of 2008, Charter
reported an actual net loss of $322 million and a net loss per
common share of 86 cents.  The decrease in income from operations
and the increase in net loss resulted primarily from the
impairment of franchises, offset by an increase in sales of our
bundled services and improved cost efficiencies.  The impact of
the impairment on net loss was partially offset by $625 million of
tax benefit associated with the impairment and the allocation of
losses of $1.395 billion to noncontrolling interest as a result of
the adoption of ASC 810-10, Consolidation -- Overall on January 1,
2009.

Expenditures for property, plant and equipment for the third
quarter of 2009 were $279 million, compared to third quarter 2008
expenditures of $288 million.

Free cash flow for the third quarter of 2009 was $105 million
compared to negative cash flow of $46 million for the year-ago
quarter.

Net cash flows from operating activities for the third
quarter of 2009 were $383 million, compared to $242 million in the
third quarter of 2008.  The increase in net cash flows from
operating activities was primarily due to a decrease in cash paid
for interest, and an increase in adjusted EBITDA, partially offset
by costs associated with the financial restructuring.

Year to Date Results -- Pro forma

Pro forma revenues for the nine months ended September 30,
2009, were $5.044 billion, an increase of 4.9%, or $235 million,
over pro forma 2008 results.

Pro forma adjusted EBITDA for the first nine months of 2009
totaled $1.860 billion, an increase of 9.7% compared to the pro
forma results for the year-ago period.  The pro forma adjusted
EBITDA margin increased 170 basis points for the first three
quarters of the year to 36.9%, up from 35.2% in the year-ago
period on a pro forma basis.

Year to Date Results -- Actual

Revenues of $5.045 billion for the nine months ended
September 30, 2009, increased 4.6% compared to the year-ago
period.  The increase resulted from telephone, HSI and commercial
revenue growth.

Telephone revenues for the first nine months of 2009 were
$529 million, a 32.6% increase over the first nine months of 2008,
driven by a larger telephone customer base and an increase in
telephone ARPU.  HSI revenues were $1.098 billion, up 8.8% year-
over-year.

Commercial revenues rose to $330 million, a 14.2% increase
year-over-year.  Video revenues were $2.606 billion, essentially
flat with the same period in 2008.  Advertising sales revenues
declined 19.3% year-over-year to $180 million for the first nine
months of 2009.

Operating costs and expenses totaled $3.185 billion for the
first nine months of 2009, a 2.0% increase compared to the year-
ago period.  Operating expenses for the first three quarters of
2009, which include programming, service and advertising sales
costs, were $2.164 billion, a 3.6% increase year-over-year.
Selling, general and administrative expenses were $1.021 billion,
a 1.4% decrease compared to the year-ago period, reflecting
efficiencies gained in our operations.

Adjusted EBITDA for the nine months ended September 30, 2009
rose to $1.860 billion, up 9.5% compared to the year-ago period.

Charter reported $1.956 billion of loss from operations in
the first three quarters of 2009, compared to $643 million of
income from operations in the same 2008 period.  Net loss for the
first nine months of 2009 was $1.352 billion, or $3.57 per common
share.  For the first nine months of 2008, Charter reported a net
loss of $955 million and a net loss per common share of $2.57.
The decrease in income from operations and increase in net loss
resulted primarily from the impairment of franchises offset by an
increase in sales of our bundled services, improved cost
efficiencies and favorable litigation settlements in 2009.  The
impact of the impairment on net loss was partially offset by
$625 million of tax benefit associated with the impairment and the
allocation of losses of $1.571 billion to noncontrolling interest.

Expenditures for property, plant and equipment for the first
nine months of 2009 were $819 million, compared to first nine
months of 2008 expenditures of $938 million.  The decrease in
capital expenditures is primarily the result of higher spending on
scalable infrastructure during 2008 related to HSI and headend
upgrades, combined with lower expenditures on support capital in
2009.

Free cash flow for the nine months ended September 30, 2009,
was $171 million, compared to negative cash flow of $569 million
for the year-ago period.

Net cash flows from operating activities for the first nine
months of 2009 were $1.008 billion, compared to $410 million in
the first three quarters of 2008.  The change in net cash flows
from operating activities is primarily due to a decrease in cash
paid for interest and an increase in adjusted EBITDA, partially
offset by costs associated with the financial restructuring.

Restructuring

As of September 30, 2009, Charter had $21.596 billion in debt,
$9.856 billion of which was classified as liabilities subject to
compromise due to Charter's restructuring efforts.  As previously
announced, on March 27, 2009, Charter filed its Plan and Chapter
11 petitions in the United States Bankruptcy Court for the
Southern District of New York (the "Court") in order to implement
a financial restructuring that, upon approval, would reduce the
Company's debt by approximately $8 billion.  On October 15, 2009,
the judge overseeing Charter's case indicated in open court that
he will confirm Charter's Plan and issue a confirmation order
within the next several weeks.  The Company expects to emerge from
Chapter 11 shortly thereafter.  As a debtor in possession, the
Company is authorized to transact business in the ordinary course
of business and, as such, has been paying its trade creditors in
full in the normal course.  Charter expects that cash on hand and
cash flows from operating activities will be adequate to fund its
projected cash needs as it proceeds with its financial
restructuring.

Use of Non-GAAP Financial Metrics

The Company uses certain measures that are not defined by
Generally Accepted Accounting Principles ("GAAP") to evaluate
various aspects of its business.  Adjusted EBITDA, pro forma
adjusted EBITDA and free cash flow are non-GAAP financial measures
and should be considered in addition to, not as a substitute for,
net cash flows from operating activities reported in accordance
with GAAP.  These terms, as defined by Charter, may not be
comparable to similarly titled measures used by other companies.
Adjusted EBITDA and free cash flow are reconciled to net cash
flows from operating activities in the addendum of this new
release.

Adjusted EBITDA is defined as income from operations before
depreciation and amortization, impairment of franchises, stock
compensation expense and other operating expenses, such as special
charges and loss on sale or retirement of assets.  Additionally,
Adjusted EBITDA does not include reorganization items.  As such,
it eliminates the significant non-cash depreciation and
amortization expense that results from the capital-intensive
nature of the Company's businesses as well as other non-cash or
non-recurring items, and is unaffected by the Company's capital
structure or investment activities.  Adjusted EBITDA and pro forma
adjusted EBITDA are liquidity measures used by Company management
and its board of directors to measure the Company's ability to
fund operations and its financing obligations.  For this reason,
it is a significant component of Charter's annual incentive
compensation program.  However, this measure is limited in that it
does not reflect the periodic costs of certain capitalized
tangible and intangible assets used in generating revenues and the
cash cost of financing for the Company.  Company management
evaluates these costs through other financial measures.

Free cash flow is defined as net cash flows from operating
activities, less capital expenditures and changes in accrued
expenses related to capital expenditures.

The Company believes that adjusted EBITDA, pro forma adjusted
EBITDA and free cash flow provide information useful to investors
in assessing Charter's ability to service its debt, fund
operations and make additional investments with internally
generated funds.  In addition, adjusted EBITDA generally
correlates to the leverage ratio calculation under the Company's
credit facilities or outstanding notes to determine compliance
with the covenants contained in the facilities and notes (all such
documents have been previously filed with the United States
Securities and Exchange Commission).  Adjusted EBITDA and pro
forma adjusted EBITDA, as presented, include management fee
expenses in the amount of $34 million and $33 million for the
three months ended September 30, 2009 and 2008, respectively,
which expense amounts are excluded for the purposes of calculating
compliance with leverage covenants.

In addition to the actual results for the three and nine
months ended September 30, 2009 and 2008, we have provided pro
forma results in this release for the three months ended
September 30, 2008 and the nine months ended September 30, 2009
and 2008.  The Company believes these pro forma results facilitate
meaningful analysis of the results of operations.  Pro forma
results in this release reflect certain sales of cable systems in
2008 and 2009 as if they occurred as of January 1, 2008.  Pro
forma statements of operations for the three months ended
September 30, 2008, and nine months ended September 30, 2009 and
2008; and pro forma customer statistics as of June 30, 2009,
December 31, 2008, and September 30, 2008; are provided in the
addendum of this news release.

A full-text copy of Charter Communications Inc.'s 2009 Third
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission is available for free at:

             http://researcharchives.com/t/s?4913

         Charter Communications, Inc., and Subsidiaries
                  Consolidated Balance Sheet
                   As of September 30, 2009

                            ASSETS
Current Assets:
  Cash and cash equivalents                      $1,075,000,000
  Accounts receivable, net of allowance             211,000,000
  Prepaid expenses & other current assets            73,000,000
                                                 --------------
Total Current Assets                              1,359,000,000

Investment in Cable Properties:
  Property, plant and equipment, net              4,822,000,000
  Franchises, net                                 4,520,000,000
                                                 --------------
Total investment in cable properties, net         9,342,000,000
                                                 --------------
Other Noncurrent Assets                             204,000,000
                                                 --------------
Total assets                                    $10,905,000,000
                                                 ==============

             LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable and accrued expenses          $1,458,000,000
  Current portion of long-term debt              11,740,000,000
                                                 --------------
Total Current Liabilities                        13,198,000,000

Long-Term Debt                                                -
Note Payable ? Related Party                                  -
Deferred Management Fees - Related Party                      -
Other Long-Term Liabilities                         162,000,000
Liabilities subject to compromise                10,675,000,000
Temporary equity                                    234,000,000
                                                 --------------
                                                 11,071,000,000
Shareholders' deficit
  Charter shareholders' deficit                 (11,834,000,000)
  Noncontrolling interest                        (1,530,000,000)
                                                 --------------
  Total Shareholders' deficit                   (13,364,000,000)
                                                 --------------
Total Liabilities and Shareholders' Deficit     $10,905,000,000
                                                 ==============


        Charter Communications, Inc., and Subsidiaries
             Consolidated Statement of Operations
               Quarter Ended September 30, 2009

REVENUES:                                        $1,693,000,000

COSTS AND EXPENSES:
  Operating, excl. depreciation & amortization      736,000,000
  Selling, general and administrative               357,000,000
  Depreciation and amortization                     327,000,000
  Impairment of franchises                        2,854,000,000
  Other operating (income) expenses, net             10,000,000
                                                 --------------
  Operating costs and expenses                    4,284,000,000
                                                 --------------
Income (loss) from operations                    (2,591,000,000)

OTHER INCOME (EXPENSES):
  Interest expense, net                            (206,000,000)
  Change in value of derivatives                              -
  Reorganization items, net                        (198,000,000)
  Other income (expense), net                                 -
                                                 --------------
                                                   (404,000,000)
                                                 --------------
  Loss before income taxes                       (2,995,000,000)
                                                 --------------
  Income tax benefit (expense)                      565,000,000
                                                 --------------
  Consolidated net loss                          (2,430,000,000)

  Less: Net (income) loss -
     noncontrolling interest                      1,395,000,000
                                                 --------------
  Net Loss - Charter shareholders               ($1,035,000,000)
                                                 ==============

        Charter Communications, Inc., and Subsidiaries
             Consolidated Statement of Cash Flows
               Quarter Ended September 30, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss - Charter shareholders                 ($1,035,000,000)
Adjustments to reconcile net loss to net
cash flows from operating activities:
  Depreciation and amortization                     327,000,000
  Impairment of franchises                        2,854,000,000
  Noncash interest expense                            9,000,000
  Change in value of derivatives                              -
  Noncash reorganization items, net                  24,000,000
  Deferred income taxes                            (567,000,000)
  Noncontrolling interest                        (1,395,000,000)
  Other, net                                          9,000,000
Changes in operating assets and liabilities,
net of effects from dispositions:
  Accounts receivable                                 4,000,000
  Prepaid expenses and other assets                   7,000,000
  Accounts payable, accrued expenses and other      146,000,000
                                                 --------------
  Net cash flows from operating activities          383,000,000

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment         (279,000,000)
Change in accrued expenses related
  to capital expenditures                             1,000,000
Other, net                                           (4,000,000)
                                                 --------------
Net cash flows from investing activities           (282,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt                                  -
Repayments of long-term debt                        (18,000,000)
Payments for debt issuance costs                              -
Other, net                                                    -
                                                 --------------
Net cash flows from financing activities            (18,000,000)
                                                 --------------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVS.       83,000,000
CASH AND CASH EQUIVALENTS, beginning of period      992,000,000
                                                 --------------
CASH AND CASH EQUIVALENTS, end of period         $1,075,000,000
                                                 ==============

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHARTER COMMS: Reveals Substantial Interest in SFC
--------------------------------------------------
Gregory L. Doody, chief restructuring officer and senior counsel
to Charter Communications Inc. and its units, filed with the Court
a report as of November 6, 2009, on the value, operations and
profitability of those entities in which the estate holds a
substantial or controlling interest, as required by Rule 2015.3 of
the Federal Rules of Bankruptcy Procedure.  The report is based on
the income statement and balance sheet information dated as of
December 31, 2008.

Mr. Doody discloses that the bankruptcy estates of Debtors Falcon
Cable Systems Company II LP and Charter Communications Properties
LLC hold a substantial or controlling interest in SFC
Transmissions.  Pursuant to the Debtors' agreement with the United
States Trustee for the Southern District of New York, the Debtors
are submitting the information contained in the report in lieu of
the three exhibits listed on Official Form 26.

A copy of the report containing SFC's statement of operations for
the year ended, and balance sheet as of, December 31, 2008, can be
accessed at no charge at:

   http://bankrupt.com/misc/CCI_SFCholdingsReport_110609.pdf

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHARTER COMMS: Wants Plan Exclusivity Until March 22
----------------------------------------------------
Charter Communications Inc. and its units ask the Court to extend
the deadline within which they may exclusively:

   (i) file a plan of reorganization through March 22, 2010; and

  (ii) solicit acceptances of that Plan through May 21, 2010.

The Debtors' Exclusive Plan Filing Period will expire on
November 22, 2009, and the Exclusive Solicitation Period expires
January 21, 2010.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells Judge Peck that the Debtors file the extension request out
of an abundance of caution.  He notes that the confirmation
hearings are concluded and the Court has indicated it will confirm
the Debtors' Plan in the near term.  If, he contends, the Plan
will not become effective before November 22, 2009, the Debtors
may need additional time to address issues that may arise on
appeal.  To that end, the Debtors assert that ample cause exists
to extend the Exclusive Periods.

Within approximately seven months since commencing their Chapter
11 cases, Mr. Cieri points out that the Debtors have:

  (a) achieved a soft landing into bankruptcy for one of the
      largest cable companies in the country;

  (b) obtained approval of a disclosure statement that effects a
      complicated series of restructuring transactions,
      including the elimination of $8 billion of debt, as well
      as an equity rights and debt exchange offering;

  (c) successfully completed solicitation on one of the largest
      prearranged plans in history;

  (d) completed a highly contested trial on reinstatement of
      prepetition debt and confirmation hearing process that
      spanned over three months;

  (e) obtained the Court's preliminary indication that it will
      approve the Plan; and

  (f) prepared to emerge from Chapter 11 with a delevered
      capital structure and the enhanced ability to achieve
      further growth.

Put simply, Mr. Cieri contends that the record of the Chapter 11
cases to date demonstrates a modest extension of the Exclusive
Periods to protect against any unexpected delays with Plan
confirmation or consummation is warranted.  The requested
extension would, thus, enable the Debtors either to successfully
consummate the existing Plan or to negotiate an alternative plan
with their stakeholders, he adds.

Judge Peck will commence a hearing on November 17, 2009, to
consider the request.  Objections are due November 13.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHRYSLER LLC: Debtor Sells Plant to University of Delaware
----------------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, and its units obtained
the Bankruptcy Court's authority to sell their Newark, Delaware
assembly plant for $24,250,000 to the University of Delaware or an
acquisition vehicle created by the University of Delaware,
pursuant to a purchase agreement and Sections 105 and 363 of the
Bankruptcy Code, free and clear of all liens, claims, interests
and encumbrances.

The Property consists of two parcels of land located in New Castle
County, Delaware, and includes a manufacturing facility and a
parts distribution facility.  In conjunction with their
restructuring of operations prior to the Petition Date, the
Debtors shut down production at the Property at the end of 2008,
relates Corinne Ball, Esq., at Jones Day, in New York.

                        About Chrysler LLC

Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won
permission from a bankruptcy judge Thursday to sell a shuttered
Newark, Del., assembly plant, currently the site of environmental
remediation, for $24 million to the University of Delaware.

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Creditors May Keep Daimler Suit Proceeds
------------------------------------------------------
According to Bill Rochelle at Bloomberg, Old CarCo LLC, formerly
Chrysler LLC, reached agreement with the U.S. Treasury on the use
of funds for the remainder of the liquidation.  Significantly, the
government agreed to release its lien on any proceeds from the
lawsuit brought by the Official Committee of Unsecured Creditors
against Chrysler's former owner Daimler AG.  While money being
provided by the government for the liquidation can't be used to
fund the Committee's suit, a limited amount can be made available
if the committee adheres to strictures set down in the agreements
that will come to bankruptcy court for approval at a Nov. 19
hearing.

In total, $302 million is available to fund the liquidation,
including proceeds from a $260 million government loan. From the
total, $113 million is earmarked for taxes.

Mr. Rochelle relates that anything left over goes back to the
first-lien lender.  Any proceeds from the suit against Daimler may
go to the creditors so long as the creditors don't have the
Chapter 11 case switched to a liquidation in Chapter 7.

According to the report, the government and Old Chrysler reached a
separate agreement dealing with the liquidation of the first-lien
lenders' collateral.  Basically, the company's professionals may
use proceeds from the collateral to pay their expenses, with the
net going to the lenders. The agreement gives the lender control
of the disposition of the collateral.

                        About Chrysler LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products.  With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.

Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y Lead Case No. 09-50002).
Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHUGH SHOPPING: Sec. 341 Meeting Set for December 10
----------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Chugh
Shopping Center, Inc.'s creditors on December 10, 2009, at
4:00 p.m. at Hearing Room 362, Atlanta.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the Company's financial affairs and
operations that would be of interest to the general body of
creditors.

Covington, Georgia-based Chugh Shopping Center, Inc., filed for
Chapter 11 bankruptcy protection on November 3, 2009 (Bankr. N.D.
Ga. Case No. 09-89439).  Parmesh N. Dixit, Esq., who has an office
in Atlanta, Georgia, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and debts.


CIRCUIT CITY: Agrees to Reduce HP Claims to $70.5M
--------------------------------------------------
Law360 reports that Circuit City Stores Inc. and Hewlett-Packard
Co. have resolved millions of dollars in secured and unsecured
claims related to the consumer electronics retailer's sale of HP
products, with both parties agreeing to reduce HP's claims to
$70.5 million.

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Gets Nod for Compromise With PBGC
-----------------------------------------------
Circuit City Stores Inc. and its units obtained approval of a
settlement agreement and stipulation with Pension Benefit Guaranty
Corporation.

The Debtors previously maintained the Retirement Plan of Circuit
City Stores, Inc., as amended, to provide retirement benefits for
certain of its employees.  On March 31, 2009, the Pension Plan was
terminated and PBGC was appointed statutory trustee of the Pension
Plan pursuant to Section 1342 of the Labor Code.  As a result,
PBGC assumed the assets and liabilities of the Pension Plan and is
responsible for paying benefits under the Pension Plan, up to the
levels permitted by law, Douglas M. Foley, Esq., at McGuireWoods
LLP, in Richmond, Virginia, the Debtors' counsel, relates.

The Pension Plan had approximately 22,000 participants on the
Termination Date.  No due and unpaid contributions were owed to
the Pension Plan, but PBGC estimated that the difference between
the present value of the Pension Plan assets on March 31, 2009,
and the value of benefit liabilities under the plan as determined
under Title IV of ERISA as of March 31, 2009, was $36,900,000,
according to Mr. Foley.

                           PBGC Claims

On January 30, 2009, PBGC filed three proofs of claim, which
claims it later amended, in each of the Debtors' cases -- the PBGC
Claims.  Specifically, the PBGC filed amended proofs of claim
number (i) 14470 -- Minimum Funding Claim, (ii) 14491 -- Unfunded
Benefit Liabilities Claim, and (iii) 14471 -- Premium Claim.  The
PBGC also contends that the Debtors are jointly and
severally liable for all of the PBGC Claims, according to Mr.
Foley.

The Minimum Funding Claim was filed on account of minimum
contributions allegedly due, but unpaid, under the Pension Plan.
The PBGC filed that Claim in the amount of $0, but reserved its
right to further amend the proof of claim.

The Unfunded Benefit Liabilities Claim asserts liability for the
Pension Plan's alleged Unfunded Benefit Liabilities measured as of
March 31, 2009.  Based on PBGC's calculation under ERISA and its
accompanying regulations, PBGC alleges that the Pension Plan's
Unfunded Benefit Liabilities are $36,900,000.

The Premium Claim was bifurcated into two claims -- the Annual
Premium Claim and the Termination Premium Claim.  The Annual
Premium Claim was filed as an administrative expense and seeks
payment of annual flat rate and variable-rate premiums allegedly
arising under Section 1306(a)(3) of the Labor Code after the
Petition Date.

The flat-rate premium is a flat dollar amount per participant per
year, which is currently $33.  The variable-rate premium is $9 for
each $1,000 of the plan's unfunded vested benefits each year.
PBGC asserts that the total amount of unpaid flat-rate and
variable-rate premiums for the Pension Plan equals $159,076.

The Termination Premium Claim was filed on account of termination
premiums allegedly due under Section 1306(a)(7) of the Labor Code.
Termination Premiums total $1,250 for each participant in a
pension plan immediately before the plan termination, and are due
for a period of three years.  In the case of the Pension
Plan, there were approximately 22,000 participants before its
termination.  Based on these figures, PBGC asserts that the
Debtors are liable for Termination Premiums totaling $82,091,250.

The Debtors assert that each of the PBGC Claims should be
disallowed, reclassified as a general unsecured claim, or allowed
in a significantly reduced amount pursuant to applicable law.

                       Settlement Agreement

Rather than engage in protracted litigation with PBGC and in light
of the costs, risks and delays associated with litigating the
outstanding disputes between the parties, the Debtors determined
to settle the disputes with PBGC.  After arm's-length
negotiations, the Debtors and PBGC have agreed to resolve their
disputes in accordance with the terms of the Settlement Agreement,
which include:

   (a) PBGC will have an allowed claim equal to $33,500,000 in
       Case No. 08-35653, which will be paid in the full amount.

   (b) PBGC will neither vote to accept nor reject the First
       Amended Joint Plan of Liquidation of the Debtors and the
       Official Committee of Unsecured Creditors, which was filed
       on September 29, 2009.

   (c) The Debtors will add certain language to the Plan with
       respect to PBGC.

       PBGC also provides certain release to the Debtors.

   (d) Except with regard to any preserved claim, upon payment of
       the Settlement Payment, the PBGC Claims, together with any
       other claims obligations, suits, judgments, damages,
       demands, debts, rights, causes of action, and liabilities
       against the Debtors held by PBGC, will be deemed fully and
       finally satisfied.

A copy of the Settlement Agreement is available at no charge at

        http://bankrupt.com/misc/CC_PBGCsettlement100509.pdf

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Pioneer Wants Escrow Account Established
------------------------------------------------------
Pioneer Electronics, Inc., asks the Court to require the
establishment of a confirmation escrow account in connection with
the Debtors First Amended Joint Plan of Liquidation, for the
exclusive purpose of making the distribution of all claims
required to be paid on the effective date of the Plan, including
Section 503(b)(9) claims.

William Daniel Sullivan, Esq., at Butzel Long Tighe Patton, PLLC,
in Washington, D.C., notes that as required by Section
1129(a)(9)(A) of the Bankruptcy Code, the Plan ostensibly
provides for payment in full of all claims under Section
507(a)(2) of the Bankruptcy Code on the effective date of the
Plan.

However, it appears that the Debtors are trying to evade this
requirement with respect to claims given Section 507(a)(2)
priority by Section 503(b)(9) of the Bankruptcy Code, Mr.
Sullivan says.

He notes that on October 13, 2009, the Debtors filed an objection
to substantially all of the Section 503(b)(9) Claims, seeking
that these claims be held in abeyance until the Debtors
investigate payments within 90 days of the Petition Date and
potentially litigate whether these payments constituted avoidable
transfers under Section 547(b) of the Bankruptcy Code.

The Debtors have not objected to Pioneer's Section 503(b)(9)
claim on any substantive ground or that the amount of the claim
is inaccurate for any reason.  The Debtors' only objection is
that Pioneer may have received payments that would be recoverable
under Section 547(b), Mr. Sullivan tells the Court.

Pioneer believes that the Debtors' Objection to other Section
503(b)(9) Claims is similarly not based on any substantive
objection to the amount or priority of the claim, according to
Mr. Sullivan.

Despite the equal priority given to all administrative claims
under Section 507(a)(2) of the Bankruptcy Code, the Plan provides
that the Debtors' Objection may be used by the Liquidating
Trustee to delay payment on Section 503(b)(9) Claims.
Accordingly, the practical effect of the Debtors' Objection -- if
granted -- is to classify over $35,000,000 in Section 503(b)(9)
Claims as Disputed Claims, which need not be paid simultaneously
with other Section 507(a)(2) priority claims, Mr. Sullivan points
out.

Among other things, the Debtors' strategy would put the entire
risk of administrative insolvency in the cases on holders of
Section 503(b)(9) Claims.  This would prefer the holder of
professional fee claims and other postpetition claims over equal-
priority Section 503(b)(9) Claims, Mr. Sullivan argues.

Where over $35,000,000 in administrative claims risk being
treated worse than other claims, good cause exists to require a
confirmation deposit, Mr. Sullivan asserts.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Unical Wants Lift Stay to Pursue Appeal
-----------------------------------------------------
Unical Enterprises, Inc., asks the Bankruptcy Court to lift the
automatic stay to allow the non-bankruptcy litigation between
Unical and Circuit City Stores, Inc., to be litigated by the
presently pending appeal before the United States Court of Appeals
for the Ninth Circuit.  The Appeal is designated as appeal number
08-56628, district court case number 2:06 CV 06384.

Unical was a vendor to the Debtor.  The litigation concerns the
purchase and sale obligations between the parties with respect to
approximately $3,000,000 worth of inventory remaining with Unical
at the time of the Chapter 11 filing.  The case was tried and
resulted in the entry of judgment, on September 4, 2008, in favor
of the Debtor.  The appeal notice was filed on October 1, 2008,
according to Thomas J. Weiss, Esq., at Weiss & Hunt, in Los
Angeles, California.

Mr. Weiss notes that the pendency for an action before a non-
bankruptcy forum may constitute good cause for modifying the stay
under Section 362(d)(1) to allow the non-bankruptcy forum to
proceed to decide the pending case.

The issues presented are issues of law concerning the
interpretation of the parties' agreements based on the record of
the trial evidence.  Allowing the appeal to be decided by the
Ninth Circuit Court of Appeals will be more expeditious than the
presentation of these same issues to the Bankruptcy Court, Mr.
Weiss tells the Court.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CIT GROUP: Retailers `Dodge Bullet' With November Filing
--------------------------------------------------------
Allison Abell Schwartz at Bloomberg reports that the timing of CIT
Group Inc.'s bankruptcy filing may have helped U.S. retailers
avoid a holiday season with empty shelves.  "Most retailers have
dodged a bullet," said Craig Shearman, a spokesman for the
National Retail Federation.  "Most of the merchandise for the
holiday season is at least in retailers' distribution centers, if
not already on the store shelves, and we're not expecting to see
any significant disruption for the remainder of the season."

                        About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.

As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.

Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)


CITRUS 278: Sec. 341 Meeting Set for December 8
-----------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Citrus
278, LLC's creditors on December 8, 2009, at 10:30 a.m. at US
Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, AZ.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Phoenix, Arizona-based Citrus 278, LLC, is limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28416).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CITRUS 278: List of 3 Largest Unsecured Creditors
-------------------------------------------------
Citrus 278, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a list of its 3 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/arb09-28416.pdf

Phoenix, Arizona-based Citrus 278, LLC, is limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28416).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CITRUS 278: Wants 10-Day Extension of Schedules Filing Deadline
---------------------------------------------------------------
Citrus 278, LLC, has sought the permission of the U.S. Bankruptcy
Court for the District of Arizona to extend the deadline for the
filing of statement of financial affairs and schedules by 10 days
until November 30, 2009.

The Debtor said that the details of its operations and
transactions are of critical importance to the Court and this, and
allowing Debtor the time necessary to properly prepare the
Statements and Schedules will be in the best interests of
creditors who will be able to understand the full nature of
Debtor's financial affairs and where their interest lie with
respect to Debtor and this bankruptcy estate.

Phoenix, Arizona-based Citrus 278, LLC, is limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28416).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CLEAR CHANNEL: Bank Debt Trades at 30% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 70.42 cents-on-the-dollar during the week ended Friday,
Nov. 13, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.72 percentage points from the previous week, The
Journal relates.  The loan matures Jan. 30, 2016.  The Company
pays 365 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's Caa2 rating and Standard & Poor's
CCC rating.  The debt is one of the biggest gainers and losers
among the 172 widely quoted syndicated loans, with five or more
bids, in secondary trading in the week ended Nov. 13.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion.

The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly.  The outlook remains negative.  "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.


CONTINENTALAFA: Creditor's Recovery Limited to Special Reserve
--------------------------------------------------------------
WestLaw reports that a creditor was not entitled to additional
proceeds from the court-approved sale of the Chapter 11 debtors'
assets, but, in satisfaction of its claim, was limited to the
$94,750 set aside in a reserve account pursuant to the bankruptcy
court's sale order.  The sale was properly conducted under the law
and, though creditors were given adequate notice, this creditor
failed to raise an objection.  The sale order, which stated, in
reference to assets over which the creditor claimed a lien with an
aggregated value of $166,450, that "a reserve account in the
amount of $94,750 to be held in the Debtors' name outside of Agent
in an account designated by the Debtors to fund any potential
liability due on [creditor's] lien claim," made clear that the
creditor was receiving $94,750 to satisfy its claims against the
specified assets.  In re ContinentalAFA Dispensing Co., --- B.R. -
---, 2009 WL 3460434 (Bankr. E.D. Mo.).

                About ContinentalAFA Dispensing

Headquartered in St. Peters, Missouri, ContinentalAFA Dispensing
Company, fka Indesco International, Inc. --
http://www.continentalafa.com/-- designs, manufactures and
supplies high quality plastic trigger sprayers and other liquid
dispensing technologies and systems for major consumer product
companies and industrial markets.  The Debtors currently have no
business operations.

ContinentalAFA and its wholly owned subsidiaries, Continental
Sprayers International, Inc., and AFA Products, Inc., sought
Chapter 11 protection (Bankr. E.D. Mo. Case No. 08-45921 on
Aug. 7, 2008.  This case represents a "chapter 22" filing by
Indesco International (Bankr. S.D.N.Y. Case No. 00-15452),
which sought chapter 11 protection on Nov. 17, 2000, obtained
confirmation of its Modified Fourth Amended Joint Plan of
Reorganization on Jan. 11, 2002, and emerged from chapter 11
on Mar. 15, 2002.

John J. Hall, Esq., Lawrence E. Parres, Esq., and Robert Scott
Moore, Esq., at Lewis, Rice & Fingersh, L.C., represent the Debtor
as counsel.  Daniel D. Doyle, Esq., and David Michael Brown, Esq.,
at Spencer Fane Britt & Browne LLP, represent the official
unsecured creditors' committee.  When CAFA filed for bankruptcy,
it listed assets of $100,000,000 to $500,000,000, and debts of
$10,000,000 to $50,000,000.

The Honorable Kathy A. Surratt-States confirmed the First Amended
and Modified Plan of Liquidation dated August 13, 2009, proposed
by ContinentalAFA's Creditors' Committee on Sept. 24, 2009.  That
plan appointed RSM McGladrey, Inc., Scott Peltz and David Bart as
the Liquidation Trustee charged with implementing and
administering a Liquidation Trust in accordance with the Plan for
the benefit of creditors.


CRACKER BARREL: Bank Debt Trades at 5.25% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Cracker Barrel Old
Country Store, Inc., is a borrower traded in the secondary market
at 94.75 cents-on-the-dollar during the week ended Friday,
Nov. 13, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.68 percentage points from the previous week, The Journal
relates.  The loan matures on April 27, 2013.  The Company pays
150 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Ba3 rating and Standard & Poor's BB-
rating.  The debt is one of the biggest gainers and losers among
the 172 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Cracker Barrel Old Country Store, Inc., headquartered in
Tennessee, owns and operates the Cracker Barrel Old Country Store
restaurant and retail concept with approximately 590 restaurants
in 41 states.  Annual revenues are approximately $2.4 billion.

As reported by the Troubled Company Reporter on Oct. 22, 2009,
Moody's affirmed all ratings of Cracker Barrel Old Country Store,
Inc., including its Ba3 Corporate Family Rating and Probability of
Default Rating and Ba3 senior secured rating.  In addition, the
outlook for CBRL was changed to stable from negative.

On Oct. 16, 2009, The TCR stated that Standard & Poor's revised
its outlook on Cracker Barrel Old Country Store, Inc., to stable
from negative because of improved credit metrics and improved
cushion over financial covenants.  S&P also affirmed the ratings
on the company, including the 'BB-' corporate credit rating.


CRUSADER ENERGY: Plan Confirmation Hearing on Dec. 15
-----------------------------------------------------
Crusader Energy Group Inc. has obtained approval of the disclosure
statement explaining its Chapter 11 reorganization plan.  It will
return to the Bankruptcy Court on Dec. 15 to seek confirmation of

The Chapter 11 plan is based on a sale to SandRidge Energy Inc.,
or to another party that gives a better offer.  The Plan promises
a 100% recovery on Crusader's $28.5 million in first-lien debt.
Second-lien creditors, owed $250 million, are expected to have a
68% recovery. Unsecured creditors are to share $8.75 million cash
or 32.5% of their claims, whichever is less.

Under the Plan, SandRidge has offered to purchase most of the
shares of common stock of reorganized Crusader in exchange for $55
million in cash, 13 million shares of SandRidge stock and
warrants.  Crusader and its wholly-owned subsidiaries would become
indirect, wholly-owned subsidiaries of SandRidge.

SandRidge, however, said November 12 that it is no longer pursuing
the acquisition of Crusader following the outcome of the bidding.
This indicated that it may have been outbid by other parties given
that it expects a payment of a $7 million break-up fee.  SandRidge
said does not intend to participate in the November 13 auction
triggered by those proposals.

To recall, a group of shareholders including Virtus Capital
Advisors, Hawk Opportunity Fund, and Reservoir Capital Group LLC
filed a motion asking for an examiner to investigate whether the
price from SandRidge is too low.

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink
Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores,
develops and acquires oil and gas properties, primarily in the
Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth
Basin in the United States.  It has working interests in more than
1,000 wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Jefferies & Company, Inc. acts as financial
adviser to Crusader in its Chapter 11 reorganization.  BMC Group
Inc. is claims and notice agent.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors as counsel.


CULLIGAN INTERNATIONAL: Bank Debt Trades at 22.25% Off
------------------------------------------------------
Participations in a syndicated loan under which Culligan
International Co. is a borrower traded in the secondary market at
77.75 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.54 percentage points from the previous week, The Journal
relates.  The loan matures on Oct. 16, 2012.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B2 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among the 172
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Culligan International Co. is a water services provider based in
Rosemont, Illinois.  The company distributes its products
primarily through an extensive dealer network.


D&E COMMUNICATIONS: S&P Withdraws 'BB-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew the ratings on
D&E Communications Inc., including its 'BB-' corporate credit
rating, its 'BB' senior secured debt rating, and its '2' recovery
rating.

This follows the completion of the acquisition of D&E by
Windstream Corp. (BB+/Watch Negative) and subsequent repayment of
D&E's outstanding debt.


DENNY'S CORP: Fidelity Discloses 8.493% Equity Stake
----------------------------------------------------
Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of
8,204,261 shares or 8.493% of the Common Stock outstanding of
Denny's Corporation as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 8,204,261
shares owned by the Funds.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

As of September 30, 2009, Denny's had total assets of $330,718,000
against total liabilities of $477,448,000, resulting in
shareholders' deficit of $146,730,000.  Denny's September 30, 2009
balance sheet also showed strained liquidity with total current
assets of $65,889,000, including $29,886,000 of cash and cash
equivalents, against total current liabilities of $95,790,000.


DOLLAR FINANCIAL: S&P Puts 'BB-' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Dollar Financial Group Inc., including the 'BB-' long-term
counterparty credit rating, on CreditWatch with negative
implications.

The CreditWatch action follows Dollar's announcement that it plans
to issue $250 million of senior notes to be used, in part, to
finance its acquisition of Military Financial Services LLC.  This
additional debt would increase the company's debt-to-EBITDA ratio
to approximately 5.1x from 4.1x, and decrease Dollar's EBITDA
interest coverage to 2.5x from 4.3x.  "This level of leverage is
high for the current ratings, and if the transaction closes as
announced S&P would likely lower the rating," said Standard &
Poor's credit analyst Adom Rosengarten.


EDGE PETROLEUM: FMR LLC Ceases to Own More Than 5% of Common Stock
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, FMR LLC and Edward C. Johnson 3d, chairman of FMR LLC,
disclose that as of November 9, 2009, each of them has ceased to
be the beneficial owner of more than 5% of the common stock of
Edge Petroleum Corp.

A full-text copy of FMR LLC's Schedule 13G/A is available for
free at http://researcharchives.com/t/s?495c

                       About Edge Petroleum

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.

At September 30, 2009, the Company had total assets of
$247.5 million, total liabilities of $244.2 million, and a
stockholders' deficit of $3.3 million.

Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644).  The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., as local counsel, and Parkman Whaling LLC
as financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


ENERGY TRANSFER: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Energy Transfer
Equity, L.P., is a borrower traded in the secondary market at
95.25 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.46 percentage points from the previous week, The Journal
relates.  The loan matures on Feb. 8, 2012.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba2 while it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
the 172 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Dallas-based Energy Transfer Equity, L.P., through its general
partnership interest in Energy Transfer Partners, L.P., transports
natural gas midstream, stores and retails propane in the United
States.  The Company, formerly known as La Grange Energy, L.P.,
was founded in 2002.


ENTERPRISE WARRANTY: E.D. Mo. Dismisses Involuntary Petition
------------------------------------------------------------
WestLaw reports that a former employee had valid claims against an
alleged debtor for wages and for deferred compensation that was to
have been deposited into his Flexible Savings Account, such that
there was no bona fide dispute negating the former employee's
status as a petitioning creditor in the involuntary bankruptcy
case brought against the alleged debtor.  The former employee was
paid for his work performed through the week preceding his
resignation, and was not paid for his services for this final week
of work.  In addition, the former employee did not agree not to
accept payment for his work performed during his final month of
employment with the alleged debtor, and the wages received were
not a substitute for the funds that should have been reserved in
his FSA.  In re Enterprise Warranty Group, LLC, --- B.R. ----,
2009 WL 3460426 (Bankr. E.D. Mo.) (Surratt-States, J.).

Pursuant to 11 U.S.C. Sec. 303, Jeffrey Birmes, William G. Webb
and Thomas Novak filed an involuntary bankruptcy petition (Bankr.
E.D. Mo. Case No. 09-47755) against Enterprise Warranty Group LLC
(which sells extended automobile warranties).   The Company moved
to dismiss the involuntary petition, asserting that the
Petitioning Creditors were not proper creditors and therefore did
not meet the statutory numerosity and aggregate claim
requirements.  In the alternative, EWG alleged there were bona
fide disputes as to all claims.

Reviewing that matter, Judge Surratt-States held that two of the
three petitioning creditors -- both former employees -- were
proper petitioners, but the third -- a warranty holder -- was not
a proper petitioner.  Accordingly, two involuntary petitioners
could not sustain the action given the size of the company and the
number of creditors, so Judge Surratt-States  dismissed the
involuntary proceeding.


EPIX PHARMACEUTICALS: Loomis No Longer Holds Equity Stake
---------------------------------------------------------
Loomis, Sayles & Co., L.P., discloses it no longer holds shares of
EPIX Pharmaceuticals Inc. common stock.

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.

As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law.  The purpose of the Assignment
is to conclude the company's operations and provide for an orderly
liquidation of its assets.  The Assignment is a common law
business liquidation mechanism under Massachusetts law that is an
alternative to a formal bankruptcy proceeding.  Under the terms of
the Assignment, the Company transferred all of its assets to an
assignee for orderly liquidation and distribution of the proceeds
to the Company's creditors.  The designated assignee for the
company is Joseph F. Finn, Jr., at Finn, Warnke & Gayton, 167
Worcester Street, Suite 201, Wellesley Hills, MA 02481.


EXIDE TECH: Wants Jan. 31 Extension for Claims Objections
---------------------------------------------------------
Reorganized Exide Technologies asks the Bankruptcy Court to
further extend through January 31, 2010, the time within which it
may object to certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.

To date, Ms. Jones adds, the Reorganized Debtors have filed more
than 50 claims and consensually resolved numerous other claims.
Through the efforts of the Reorganized Debtors', the Post-
confirmation Committee of Unsecured Creditors and each of their
professionals, approximately 6,049 Claims have been reviewed,
reconciled and resolved, reducing the total amount of outstanding
Claims by more than $3,400,000,000.  Furthermore, the Reorganized
Debtor has completed 19 quarterly distributions to creditors
under the Joint Plan, consisting of distributions on
approximately 2,599 claims for approximately $1,670,000,000, Ms.
Jones says.

Since April of 2009, the Reorganized Debtor has not made any
omnibus claims objection, but has made considerable
advancements with respect to the remaining, more complex claims.
Despite this substantial progress, the Reorganized Debtor
requires additional time to review and resolve the approximately
78 remaining claims, Ms. Jones explains.

The amount of remaining Claims consists of those Claims that have
not been paid, allowed, objected to or identified as a Claim that
will be objected to.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, she
says.

The Reorganized Debtor asks the Court that the requested
extension be without prejudice to its right to seek further
extensions of the time within which to object to claims.

The Court will convene a hearing to consider the motion on
December 2, 2009, at 3:00 p.m. Eastern Time.  Objections are due
no later than November 25, 2009, at 4:00 p.m.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to object to claims has been automatically extended
through and including December 2, 2009, when the Court holds a
hearing to consider the merits of the Debtor's request.

                      Omnibus Hearing Schedule

Meanwhile, Judge Kevin J. Carey of the United States Bankruptcy
Court for the District of Delaware informs the Reorganized Debtor
that he will convene omnibus hearings on the Reorganized Debtor's
Chapter 11 cases on these dates:

* December 2, 2009, at 3:00 p.m. Prevailing Eastern Time;
* February 10, 2010, at 2:00 p.m. Prevailing Eastern Time; and
* April 7, 2010, at 10:00 Prevailing Eastern Time.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.


EXIDE TECH: Wants Until Dec. 2 to Remove Fla. Action
----------------------------------------------------
Reorganized Exide Technologies asks the Bankruptcy Court to
further extend the time by which it may file a notice of removal
with respect to the complaint styled State of Florida Dept. of
Environ. Protection v. Exide Technologies, Inc. Case No. 2009-CA-
8357, filed in the Circuit Court of Orange County, Florida,
through and including December 2, 2009.

According to James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP in Wilmington, Delaware, the Reorganized Debtor does
not wish to file a precipitous notice of removal, nor does the
Reorganized Debtor wish to waive its statutory right to remove
the State Court Case if, as suspected, it is barred and
discharged by the bankruptcy case.

The Court will convene a hearing to consider the request on
December 2, 2009.  Objections are due not later than November 25.
By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to remove the action has been automatically extended
through and including December 2, 2009, when the Court holds a
hearing to consider the merits of the Debtor's request.

Prior to this, Judge Kevin J. Carey extended the deadline within
which the Reorganized Debtor may file a notice of removal with
respect the State Court Action to October 30, 2009.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.


FAIRPOINT COMMS: Bank Debt Trades at 21% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 78.86 cents-on-the-dollar during the week ended Friday,
Nov. 13, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.69 percentage points from the previous week, The Journal
relates.  The debt matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the loan facility.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among the 172 widely quoted
syndicated loans, with five or more bids, in secondary trading in
the week ended Nov. 13.

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

Bankruptcy Creditors' Service, Inc., publishes Fairpoint
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings of Fairpoint Communications Inc. and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FELLOWSHIP OF BELIEVERS: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: The Fellowship of Believers In Christ Church
          dba New Antioch MB Church
        3485 Rhodes Avenue
        Memphis, TN 38111

Bankruptcy Case No.: 09-32779

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Cedrick Wooten, Esq.
                  Law Office of Cedrick Wooten
                  4646 Poplar Avenue, Suite 530
                  Memphis, TN 38117
                  Tel: (901) 881-5107
                  Email: cwoolaw@yahoo.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

A full-text copy of the Debtor's petition, including a list of its
4 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/tnwb09-32779.pdf

The petition was signed by Brother Thomas White, trustee of the
Company.


FORD MOTOR: Bank Debt Trades at 11.44% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 88.56 cents-on-the-
dollar during the week ended Friday, Nov. 13, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.55 percentage points
from the previous week, The Journal relates.  The loan matures on
Dec. 15, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among the 172 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 13.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

                           *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.

Ford Motor Co. carries a long-term issuer default rating of 'CCC',
with a positive outlook, from Fitch Ratings.


FRANK GOMES DAIRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Frank J. Gomes Dairy
           dba F and A Farms
        5301 N DeAngelis Rd
        Stevenson, CA 95374

Case No.: 09-61024

Type of Business: The Debtor operates an agricultural and farming
business.

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Hilton A. Ryder, Esq.
                  5 River Park Place E
                  Fresno, CA 93720
                  Tel: (559) 433-1300

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

According to the schedules, the Company has assets of $34,613,277,
and total debts of $30,930,195.

The petition was signed by Albert Xavier.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Cerutti Bros.                                     $846,524
26118 McClintock Rd.
Newman, CA 95360

N&S Tractor                                       $500,825
600 S. Hwy 59
Merced, CA 95340

Farm Plan                                         $469,976
PO Box 5328
Maddison, WI 53705-0328

Hilmar Sire Service, Inc.                         $413,896
PO Box 669
Hilmar, CA 95324

Turlock Dairy & Refrigeration                     $266,077
PO Box 1530
Turlock, CA 95381-1530

Modern Dairy Supply                               $225,838

McCune & Associates                               $179,768

PG&E                                              $141,093

Central Valley Concrete Inc.                      $97,366

Quality Milk Service                              $74,814

Walco                                             $64,212

Holt of California                                $59,026

O. Ray Sheets Accountancy Corp.                   $46,832

Mission Ag Resources LLC                          $43,331

Machado's Backhoe Service                         $42,903

US Farm Systems, Inc.                             $24,081

Stanislaus Farm Supply                            $23,325

Valley Agricultural Software                      $22,981

High Plains Silage                                $22,631

Home Depot                                        $19,021


FRANKLIN EQUIPMENT: No Recharacterization of Insiders' Loan
-----------------------------------------------------------
WestLaw reports that advances an insider made to a corporate
Chapter 7 debtor could not be recharacterized as capital
contributions, notwithstanding that, with the benefit of
hindsight, it was apparent that the financial condition of the
debtor was very difficult and problematic at the time the advances
were made, and that the insider may for a time have forborne from
declaring the debt in default or from exercising his collection
rights when the debtor failed to make the fixed interest payments
required under a promissory note.  The parties had executed a note
that was plainly labeled as a debt instrument and contained terms
and conditions consistent with those typically found in commercial
debt instruments, including fixed payments of interest.  Moreover,
the insider took a security interest in the debtor's insurance
policy in order to secure payment, the insider was the only
shareholder to participate in these advances, the debtor's
repayment obligation to the insider was not subordinated, and the
advances were used for general business operations and not to
acquire capital assets.  In re Franklin Equipment Co., --- B.R. --
--, 2009 WL 3246790, 52 Bankr. Ct. Dec. 51 (Bankr. E.D. Va.).

Headquartered in Franklin, Va., Franklin Equipment Co. was
founded in 1962 and made diesel logging tractors, primarily for
the timber harvesting industry.  The company owned a retail sales
and service outlet in Louisburg, N.C., and a foundry that made
axle and transmission housings in Independence, Ore.  The Company
filed a voluntary chapter 7 petition (Bankr. E.D. Va. Case No.
08-74473) on Dec. 31, 2008.  Carolyn L. Camardo serves as the
Chapter 7 Trustee.

On Jan. 27, 2009, the Chapter 7 Trustee sought permission to sell
a $1.5 million MetLife-issued life insurance policy insuring
against the death of Roger Drake (who owned 24% of the Debtor) for
$325,000.  On Mar. 10, 2009, Mr. Drake sued (Bankr. E.D. Va. Adv.
Pro. No. 09-07027) the Chapter 7 Trustee, alleging that the policy
secured repayment of a $800,000 line of credit extended to the
Debtor on Apr. 23, 2008.  The Trustee, in turn, argued that the
indebtedness purportedly secured by the MetLife Policy should be
recharacterized by the Court as a capital contribution to the
Debtor by Mr. Drake.  The Honorable Stephen C. St. John rejected
the Trustee's recharacterization theory.


FREESEAS INC: Secures New Term Loan and Covenant Waiver Extension
-----------------------------------------------------------------
FreeSeas Inc. has reached an agreement for a new secured seven-
year term loan of up to $27.75 million from First Business Bank
S.A. of Greece.  This new loan refinances the Company's existing
$21.75 million loan on the Free Impala and provides the Company
with up to $6.0 million of additional liquidity.  The new loan
will also be secured by the Free Neptune, a Handysize vessel the
Company purchased in July 2009 for approximately $11 million.  The
Company intends to use the proceeds from the financing to explore
potential vessel additions and for general working capital
purposes.  Under the terms of the new loan, the Company's expected
payments would decrease by approximately $1.0 million in the
aggregate over the next 12 months.  In addition, FBB has agreed to
reduce the market-value-to-loan covenant to 100% through June 30,
2010, which then increases to 115% from July 1, 2010, through
June 30, 2011, and to 125% from July 1, 2011, through maturity.

In addition, Credit Suisse has agreed to reduce the market-value-
to-loan covenant on its revolving credit facility with the Company
to 115% from April 1, 2010, until April 1, 2011.

As a consequence of the new secured term loan with FBB and the
amended agreement with Credit Suisse, the Company expects that the
current portion of its total debt will be reduced from
approximately $32 million as of June 30, 2009, to approximately
$17 million as of September 30, 2009.

Mr. Ion Varouxakis, President and CEO of FreeSeas, stated, "We
continue to work very closely with our commercial lenders to
generate additional flexibility in our finances and to provide a
sustainable structure going forward. As always, we remain vigilant
on the second-hand Handysize market and are now in a position to
potentially capitalize on the addition of vessels to our fleet."

         Release of Financial Result and Conference Call

The Company also announced that it will release financial results
for its third quarter and nine months ended September 30, 2009,
prior to the opening of the stock market today, November 16, 2009.
The Company will then discuss these results in a conference call
later that morning at 10:00 a.m. ET.

The dial-in numbers are:

(866) 861-6730 (US)
(702) 696-4678 (INTERNATIONAL)

The conference call will also be broadcast live via the "Investor
Relations" section of FreeSeas' website at www.freeseas.gr.  The
Company will also have an accompanying slide presentation
available in PDF format 30 minutes prior to the conference call.
Once at the "Investor Relations" section, interested parties
should click on "Conference Calls."  The webcast will be archived
and accessible for approximately 15 days if you are unable to
listen to the live call.  To listen to the live call, please go to
the website at least 15 minutes early to register, download and
install any necessary audio software.  If you are unable to
participate in the live call, the conference call will be archived
and can be accessed for approximately 15 days.

           Oppenheimer 4th Annual Industrials Conference

FreeSeas also announced that the Company's management is scheduled
to present at the Oppenheimer 4th Annual Industrials Conference on
November 17, 2009, in New York, NY. The Company will be presenting
at 4:15 p.m. Eastern Time.

                       About FreeSeas Inc.

FreeSeas Inc. -- http://www.freeseas.gr/-- is a Marshall Islands
corporation with principal offices in Piraeus, Greece.  FreeSeas
is engaged in the transportation of drybulk cargoes through the
ownership and operation of drybulk carriers.  Currently, it has a
fleet of eight Handysize vessels and two Handymax vessels.
FreeSeas' common stock and warrants trade on the NASDAQ Global
Market under the symbols FREE, FREEW and FREEZ, respectively.
Risks and uncertainties are described in reports filed by FreeSeas
Inc. with the U.S. Securities and Exchange Commission, which can
be obtained free of charge on the SEC's website at
http://www.sec.gov/


F & S CREST LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: F & S Crest, LLC
        PO Box 229
        Bronx, NY 10465

Bankruptcy Case No.: 09-16785

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Roy J. Lester, Esq.
                  Lester & Associates, P.C.
                  600 Old Country RD. Ste 229
                  Garden City, NY 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281
                  Email: rlester@rlesterlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,535,600
and total debts of $2,066,824.

A full-text copy of the Debtor's petition, including a list of its
4 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/nysb09-16785.pdf

The petition was signed by Vincent Adinolfi, president of the
Company.


GATEHOUSE MEDIA: Bank Debt Trades at 65% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 35.14 cents-
on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.48
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 27, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ca rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

At September 30, 2009, the Company had $601,666,000 in total
assets against $1,350,478,000 in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on September 21,
2009, Moody's Investors Service downgraded GateHouse Media
Operating, Inc.'s Corporate Family rating to "Ca" from "Caa1" and
its Probability of Default rating to "Ca" from "Caa2", reflecting
Moody's view of very high default risk and weakened recovery
prospects for debtholders in an event of default scenario which is
exacerbated by lingering adverse current market conditions.


GENERAL GROWTH: 18 Affiliates Have Zero Assets & Debts
------------------------------------------------------
Eighteen debtor affiliates of General Growth Properties, Inc.,
disclose $0 assets and $0 liabilities:

* Orem Plaza Center Street, LLC
  See http://bankrupt.com/misc/GenGrowth_09-12216SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12216SOFA.pdf

* GGP Acquisition, L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12119SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12119SOFA.pdf

* Bay Shore Mall II L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12065SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12065SOFA.pdf

* Bay Shore Mall, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12066SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12066SOFA.pdf

* GGP-Lansing Mall, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12143SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12143SOFA.pdf

* Southwest Denver Land L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12277SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12277SOFA.pdf

* GGP-Gateway Mall, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12481SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12481SOFA.pdf

* Kapiolani Retail, LLC
  See http://bankrupt.com/misc/GenGrowth_09-12179SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12179SOFA.pdf

* Grand Traverse Mall Holding, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12483SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12483SOFA.pdf

* GGP Ala Moana Holdings L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12120SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12120SOFA.pdf

* Eagle Ridge Mall, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12096SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12096SOFA.pdf

* Augusta Mall Anchor Holding, LLC
  See http://bankrupt.com/misc/GenGrowth_09-12057SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12057SOFA.pdf

* Eden Prairie Mall, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12100SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12100SOFA.pdf

* Tracy Mall, Inc.
  See http://bankrupt.com/misc/GenGrowth_09-12289SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12289SOFA.pdf

* Augusta Mall Holding, LLC
  See http://bankrupt.com/misc/GenGrowth_09-12058SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12058SOFA.pdf

* Stonestown Shopping Center L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12282SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12282SOFA.pdf

* Stonestown Shopping Center Holding L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12479SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12479SOFA.pdf

* Lynnhaven Holding L.L.C.
  See http://bankrupt.com/misc/GenGrowth_09-12189SAL.pdf
  See http://bankrupt.com/misc/GenGrowth_09-12189SOFA.pdf

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: 32 Affiliates' Schedules of Assets & Debts
----------------------------------------------------------
Thirty-two debtor affiliates of General Growth Properties, Inc.,
disclose assets ranging from $12,102,354 to $908,089,491 and
liabilities ranging from $74,199 to $1,512,444,941:

  Debtor                                 Assets      Liabilities
  ------                                 ------      -----------
GGP Ala Moana L.L.C.              $908,089,491   $1,512,444,941
See http://bankrupt.com/misc/GenGrowth_09-12027SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12027SOFA.pdf

Lynnhaven Mall L.L.C.              242,268,081      238,285,121
See http://bankrupt.com/misc/GenGrowth_09-12190SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12190SOFA.pdf

Saint Louis Galleria L.L.C.        218,768,984      238,023,553
See http://bankrupt.com/misc/GenGrowth_09-12266SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12266SOFA.pdf

Victoria Ward, Limited             164,737,017       19,511,898
See http://bankrupt.com/misc/GenGrowth_09-12304SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12304SOFA.pdf

Augusta Mall, LLC                  152,770,617      175,708,869
See http://bankrupt.com/misc/GenGrowth_09-12024SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12024SOFA.pdf

Southwest Plaza L.L.C.             118,597,541    1,512,230,324
See http://bankrupt.com/misc/GenGrowth_09-12278SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12278SOFA.pdf

Spring Hill Mall L.L.C.            112,872,923    1,512,031,158
See http://bankrupt.com/misc/GenGrowth_09-12279SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12279SOFA.pdf

Eden Prairie Mall L.L.C.           106,945,757       80,474,020
See http://bankrupt.com/misc/GenGrowth_09-12101SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12101SOFA.pdf

Lansing Mall Limited Partnership     85,220,762      24,350,578
See http://bankrupt.com/misc/GenGrowth_A09-11989SAL.pdf
See http://bankrupt.com/misc/GenGrowth_A09-11989SOFA.pdf

Apache Mall, LLC                     80,490,009         147,270
See http://bankrupt.com/misc/GenGrowth_09-12054SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12054SOFA.pdf

Augusta Mall Anchor                  71,276,928     175,101,415
Acquisition, LLC
See http://bankrupt.com/misc/GenGrowth_09-12056SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12056SOFA.pdf

Chapel Hills Mall L.L.C.             73,224,267    115,907,480
See http://bankrupt.com/misc/GenGrowth_09-12082SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12082SOFA.pdf

Ward Gateway-Industrial-             69,068,107      88,784,520
Village, LLC
See http://bankrupt.com/misc/GenGrowth_09-12312SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12312SOFA.pdf

GGP Kapiolani Development            64,674,246   1,503,518,342
L.L.C.
See http://bankrupt.com/misc/GenGrowth_09-12127SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12127SOFA.pdf

Sikes Senter, LLC                    57,501,280      61,791,917
See http://bankrupt.com/misc/GenGrowth_09-12270SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12270SOFA.pdf

GGP-Gateway Mall L.L.C.              51,244,829     105,314,692
See http://bankrupt.com/misc/GenGrowth_09-12467SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12467SOFA.pdf

Eagle Ridge Mall, L.P.               51,034,624      47,757,875
See http://bankrupt.com/misc/GenGrowth_09-12097SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12097SOFA.pdf

Bellis Fair Partners                 39,275,021     134,755,317
See http://bankrupt.com/misc/GenGrowth_09-11968SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-11968SOFA.pdf

Lakeview Square Limited              37,317,466      41,530,657
Partnership
See http://bankrupt.com/misc/GenGrowth_09-12183SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12183SOFA.pdf

Bay Shore Mall Partners              36,603,092      31,287,281
See http://bankrupt.com/misc/GenGrowth_09-11987SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-11987SOFA.pdf

Piedmont Mall, LLC                   33,857,315      34,095,253
See http://bankrupt.com/misc/GenGrowth_09-12225SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12225SOFA.pdf

Birchwood Mall, LLC                  28,719,557   1,511,994,999
See http://bankrupt.com/misc/GenGrowth_09-12070SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12070SOFA.pdf

Mall of the Bluffs, LLC              28,995,716   1,512,189,955
See http://bankrupt.com/misc/GenGrowth_09-12194SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12194SOFA.pdf

Grand Traverse Mall                  28,485,672      86,022,008
Partners, LP
See http://bankrupt.com/misc/GenGrowth_09-12469SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12469SOFA.pdf

Silver Lake Mall, LLC                26,378,905   1,511,864,335
See http://bankrupt.com/misc/GenGrowth_09-12271SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12271SOFA.pdf

Oakwood Hills Mall, LLC              26,092,061   1,512,210,754
See http://bankrupt.com/misc/GenGrowth_09-12211SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12211SOFA.pdf

Sierra Vista Mall, LLC               24,560,306   1,511,901,845
See http://bankrupt.com/misc/GenGrowth_09-12269SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12269SOFA.pdf

Saint Louis Galleria                 21,680,464       4,045,776
Anchor Acquisition, LLC
See http://bankrupt.com/misc/GenGrowth_09-12267SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12267SOFA.pdf

North Plains Mall, LLC               17,745,336   1,511,838,378
See http://bankrupt.com/misc/GenGrowth_09-12205SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12205SOFA.pdf

Pines Mall Partners                  15,655,736          74,199
See http://bankrupt.com/misc/GenGrowth_09-11970SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-11970SOFA.pdf

White Mountain Mall, LLC             12,926,639   1,511,879,479
See http://bankrupt.com/misc/GenGrowth_09-12318SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12318SOFA.pdf

Country Hills Plaza, LLC             12,102,354      13,573,066
See http://bankrupt.com/misc/GenGrowth_09-12093SAL.pdf
See http://bankrupt.com/misc/GenGrowth_09-12093SOFA.pdf

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Affiliates Amend Schedules of Assets & Debts
------------------------------------------------------------
GGP Limited Partnership amended its schedules of assets and
liabilities to report an increase in total assets from
$56,159,865 to $56,160,098, and an increase in total liabilities
from $8,041,778,026 to $8,190,078,909.

Specifically, under Schedule D, GGP LP's other secured debt has
increased from $339,659,193 to $340,734,963.  Under Schedule F,
GGP LP's accounts payable has decreased to $3,982,004 from
$4,148,581, Unsecured Guarantys have increased from
$3,408,506,078 to $3,424,506,078, and Other Secured Debt from
$271,676 to $275,676.

GGP LP also included in Schedule F, unsecured Letters of Credit
worth $37,451,178.  A full-text copy of the Unsecured Letters of
Credit is available for free at:

        http://bankrupt.com/misc/ggp_f8unsecuredlocs.pdf

In addition, Rouse Providence LLC amended its schedules of assets
and liabilities to reflect a decrease in its total liabilities
from $405,722,661 to $404,407,860.  Rouse Providence's total
assets remain at $448,005,345.

Moreover, Lancaster Trust amended its schedules of assets and
liabilities to report a decrease in total liabilities from
$150,100,462 to $149,473,489.  Lancaster Trust's total assets
remain at $178,716,323.

GGP-Tucson Mall L.L.C. also filed amended schedules of assets and
liabilities to reflect the same total assets of $174,344,477 as
of August 28, 2009, and a decrease in total liabilities from
$120,347,203 to $120,254,171.

Stonestown Shopping Center, L.P., amended its schedules of assets
and liabilities to reflect no change in total assets of
$295,421,778, and a decrease in total liabilities from
$274,033,079 to $273,410,037.

Fashion Place, LLC, filed amended schedules of assets and
liabilities to reflect no change in its total assets of
$256,419,765 and a decrease in total liabilities from
$151,442,514 to $151,083,437.

Bakersfield Mall LLC amended its schedules of assets and
liabilities to reflect no change in total assets of $121,092,707
as reported on August 28, 2009, and a decrease in total
liabilities from $96,890,202 to $96,767,250.

These Debtor affiliates filed amended schedules of assets and
liabilities to disclose these assets and liabilities:

Debtor                                   Assets     Liabilities
------                                   ------     -----------
White Marsh Mall, LLC                        $0   $187,000,000
White Marsh Mall Associates        $247,556,416   $187,000,000
White Marsh General Partnership        $238,227       $175,012
RASCAP Realty, Ltd.                          $0   $95,268,204
RS Properties Inc.                 $144,206,996   $93,975,083
Visalia Mall, L.P.                  $65,394,881    $1,631,942
Providence Place Holdings, LLC               $0   $98,617,174
1120/1140 Town Center Drive, LLC    $19,733,524   $21,792,217
Ho Retail Properties II Limited
  Partnership                        $13,555,831   $12,124,704
Two Willow Company, LLC                      $0            $0
Howard Hughes Properties, Limited
  Partnership                            $35,906       $14,077

Fifty-five debtor affiliates of General Growth Properties, Inc.,
filed amended schedules of assets and liabilities to disclose
their assets and liabilities:

Debtor                                  Assets      Liabilities
------                                  ------      -----------
Fashion Show Mall LLC            $1,045,188,547    $646,668,411
Grand Canal Shops II, LLC          $693,882,070    $396,355,290
North Star Mall, LLC               $476,884,150    $233,016,522
Willowbrook Mall, LLC              $433,766,010    $158,914,765
Woodbridge Center Property, LLC    $426,530,385    $208,168,781
Lakeside Mall Property, LLC        $365,120,678    $180,662,807
Ridgedale Center, LLC              $268,318,438    $178,482,710
Mayfair Mall, LLC                  $219,408,749  $1,510,599,199
Eastridge Shopping Center L.L.C.   $217,585,960    $171,621,757
U.K.-American Properties, Inc.     $157,840,311    $127,003,685
Boulevard Associates               $134,828,904    $107,963,454
Hocker Oxmoor, LLC                 $129,095,149     $57,144,928
Oakwood Shopping Center Limited    $125,639,172     $95,249,624
Baltimore Center Associates
Limited Partnership               $117,566,991     $80,845,435
Southland Center, LLC              $101,013,433    $108,987,924
Oglethorpe Mall L.L.C.              $91,963,281    $141,438,587
Southland Mall, L.P.                $92,619,108     $81,826,449
GGP-Pecanland, L.P.                 $78,956,332     $58,310,771
Landmark Mall L.L.C.                $78,282,971        $187,726
Baltimore Center Garage
Limited Partnership                $60,194,205     $16,103,084
Ho Retail Properties I              $36,359,533     $37,945,226
Limited Partnership
The Burlington Town Center LLC      $51,351,505     $31,621,322
West Kendall Holdings, LLC          $44,338,904      $1,999,938
Northgate Mall L.L.C.               $40,335,087     $45,186,187
Howard Hughes Properties, Inc.      $37,959,522      $8,566,564
Parkview Office Building Limited
Partnership                        $23,644,812         $74,052
Two Arizona Center, LLC             $22,473,368          $6,192
1201-1281 Town Center Drive, LLC    $21,129,886         $16,546
30 CCC Business Trust               $17,916,667        $117,681
Rouse-Arizona Retail Center         $16,782,658        $116,553
Limited Partnership
Parkside Limited Partnership        $15,671,514         $21,946
10000 West Charleston               $15,337,641     $21,777,016
Boulevard, LLC
Town Center East Business Trust     $15,118,818         $31,679
Park Square Limited Partnership     $14,511,030          $8,558
10 CCC Business Trust               $11,782,020         $74,687
Howard Hughes Canyon                $11,681,341         $48,166
Pointe Q4, LLC
1635 Village Centre                  $9,445,472          $5,469
Circle, LLC
La Place Shopping, L.P.              $9,236,537        $192,584
1645 Village Center                  $8,862,689         $56,507
Circle, LLC
1551 Hillshire Drive, LLC            $8,690,790        $182,900
Arizona Center Parking, LLC          $7,412,175         $28,498
9901-9921 Covington Cross, LLC       $7,240,744     $21,776,157
10000 Covington Cross, LLC           $4,557,914         $19,535
Pecanland Anchor Acquisition, LLC    $2,572,137              $0
The Rouse Company Operating
Partnership                         $2,750,450     $12,026,175
Running Brook Business Trust         $1,406,243            $672
Benson Park Business Trust             $896,988              $0
HRD Parking, Inc.                      $128,119          $1,159
Fashion Place Anchor Acquisition,
LLC                                   $791,790      $5,785,408
GGP Holding II, Inc.                   $453,629              $0
The Village of Cross Keys, LLC         $220,610          11,706
The Rouse Company LP                   $175,844  $2,599,609,897
White Marsh Phase II Associates        $156,716    $187,000,000
Rouse LLC                                    $0    $897,842,052
Gateway Overlook II Business Trust           $0     $55,000,000

Burlington Town Center II LLC filed amended schedules of assets
and liabilities to reflect $0 in total assets, and $5,514,443 in
total liabilities arising from LNR Partners' secured claim for
$5,514,443 pursuant to a mezzanine secured debt.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GRAPHIC PACKAGING: Bank Debt Trades at 6.43% Off
------------------------------------------------
Participations in a syndicated loan under which Graphic Packaging
International is a borrower traded in the secondary market at
93.57 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.48 percentage points from the previous week, The Journal
relates.  The loan matures on May 16, 2014.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among the 172
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- is a provides
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America (Brazil), Europe and
Asia-Pacific.   GPC conducts its business in two segments,
paperboard packaging and containerboard/other.

As reported by the Troubled Company Reporter-Latin America on
March 14, 2008, Graphic Packaging Holding Company completed its
combination of Graphic Packaging Corporation and Altivity
Packaging LLC.  The combination of Graphic Packaging and Altivity
created a company with pro-forma 2007 revenues of over
US$4.4 billion and pro-forma 2007 adjusted EBITDA of approximately
US$553 million.

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.


GREDE FOUNDRIES: Sets Wayzata-Led Auction on December 9
-------------------------------------------------------
Grede Foundries Inc. is seeking approval to conduct a December 9
auction to test Wayzata Investment Partners LLC's stalking horse
offer.  Wayzata has offered $106 million.  Competing bids would be
due December 2.

Wayzata will assume or pay off a $25.8 million first lien, $10.5
million in letters of credit obligations, a $24.2 million second
lien, and $16.8 million financing for the Chapter 11 case.
The buyer also will assume $29.2 million in debt.

Grede said that the offer from Wayzata will provide resources for
winding down the bankrupt estate by excluding two facilities from
the purchase.

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000


GRUBB & ELLIS: Completes $90 Mil. Preferred Equity Transaction
--------------------------------------------------------------
Grubb & Ellis Company has completed its $90 million offering of
900,000 shares of a new issuance of a 12% cumulative participating
perpetual convertible preferred stock.

The company estimates that the proceeds from the offering were
approximately $85 million after deducting estimated offering
expenses and giving effect to the conversion of the $5 million of
subordinated debt provided by an affiliate of the company's
largest stockholder.  The company intends to use the proceeds to
repay in full its credit facility at the agreed reduced principal
amount equal to approximately 65% of the principal amount
outstanding under such facility.  The balance of the offering
proceeds will be used for general working capital purposes.

"We are extremely pleased with the outcome of this transaction,"
said C. Michael Kojaian, the company's chairman.  "I have every
confidence that Grubb & Ellis has the right strategy and
management team in place to deliver on its long-term objective of
growing the company while continuing to provide clients with
comprehensive solutions to their real estate needs."

The convertible preferred stock was sold in a private placement to
qualified institutional buyers and accredited investors.  The
company has also granted the initial purchaser and placement agent
a 45-day option to purchase up to an additional 100,000 shares of
preferred stock.

Although certain of the purchasers of the preferred stock have the
right to have their securities registered, the preferred stock and
the underlying common stock issuable upon conversion have not been
registered under the Securities Act or any applicable state
securities laws and may not be offered or sold in the United
States, absent registration or an applicable exemption from such
registration requirements.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- is one of the largest and most
respected commercial real estate services and investment companies
in the world.  Its 6,000 professionals in more than 130 company-
owned and affiliate offices draw from a unique platform of real
estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.  The firm's transaction, management,
consulting and investment services are supported by highly
regarded proprietary market research and extensive local
expertise.  Through its investment subsidiaries, the company is a
leading sponsor of real estate investment programs that provide
individuals and institutions the opportunity to invest in a broad
range of real estate investment vehicles, including public non-
traded real estate investment trusts (REITs), tenant-in-common
(TIC) investments suitable for tax-deferred 1031 exchanges, mutual
funds and other real estate investment funds.


GRUBB & ELLIS: Fidelity Discloses 9.54% Equity Stake
----------------------------------------------------
Fidelity Management & Research Company a wholly owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of
7,145,447 shares or 9.540% of the Common Stock outstanding of
Grubb & Ellis Co. as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.  The number of shares of Common
Stock of Grubb & Ellis owned by the investment companies at
October 31, 2009 included 7,145,447 shares of Common Stock
resulting from the assumed conversion of 117,900 shares of Grubb &
Ellis 12% PERP PC (60.606 shares of Common Stock for each share of
Convertible Preferred Stock).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 7,145,447
shares owned by the Funds.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- is one of the largest and most
respected commercial real estate services and investment companies
in the world.  Its 6,000 professionals in more than 130 company-
owned and affiliate offices draw from a unique platform of real
estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.  The firm's transaction, management,
consulting and investment services are supported by highly
regarded proprietary market research and extensive local
expertise.  Through its investment subsidiaries, the company is a
leading sponsor of real estate investment programs that provide
individuals and institutions the opportunity to invest in a broad
range of real estate investment vehicles, including public non-
traded real estate investment trusts (REITs), tenant-in-common
(TIC) investments suitable for tax-deferred 1031 exchanges, mutual
funds and other real estate investment funds.


GRUBB & ELLIS: Sept. 30 Balance Sheet Upside Down by $15.7MM
------------------------------------------------------------
Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.

At June 30, 2009, Grubb & Ellis had total equity of $3,721,000.

Grubb & Ellis reported a net loss of $21,457,000 for the quarter
ended September 30, 2009, from a net loss of $62,726,000 for the
same period a year ago.  The Company posted a net loss of
$97,354,000 for the nine months ended September 30, 2009, from a
net loss of $74,258,000 for the same period a year ago.

The Company believes that it will have sufficient capital
resources to satisfy its liquidity needs over the next 12-month
period.  The Company expects to meet its long-term liquidity
needs, which may include principal repayments of debt obligations,
investments in various real estate investor programs and
institutional funds and capital expenditures, through current and
retained cash flow earnings, the sale of real estate properties,
additional long-term secured and unsecured borrowings and proceeds
from the potential issuance of debt or equity securities and the
potential sale of other assets.  As of September 30, 2009, the
Company had $63.0 million outstanding under the Credit Facility.

On September 30, 2009, the Company further amended its Credit
Facility by entering into the First Credit Facility Letter
Amendment.  The First Credit Facility Letter Amendment, among
other things, modified and provided the Company an extension from
September 30 to November 30 to (i) effect its Recapitalization
Plan and in connection therewith to effect a prepayment of at
least 72% percent of the Revolving Credit A Advances, and (ii)
sell four commercial properties, including the two real estate
assets the Company had previously acquired on behalf of Grubb &
Ellis Realty Advisors, Inc.

The First Credit Facility Letter Amendment also granted the
Company a one-time right, exercisable by November 30, 2009, to
prepay the Credit Facility in full for a reduced principal amount
equal to approximately 65% of the aggregate principal amount of
the Credit Facility then outstanding.

In connection with the Extension, the warrant agreement was also
amended to extend from October 1, 2009 to December 1, 2009, the
time when the Warrants are first exercisable by its holders.  The
First Credit Facility Letter Amendment also granted a one-time
waiver from the covenant requiring all proceeds of sales of equity
or debt securities to be applied to pay down the Credit Facility
to facilitate the sale by the Company to an affiliate of the
Company's largest stockholder and Chairman of the Board of
Directors of the Company, $5.0 million of subordinated debt or
equity securities of the Company so long as (i) the Permitted
Placement is junior, subject and subordinate to the Credit
Facility, (ii) the net proceeds of the Permitted Placement are
placed into an account with the lender, (iii) the disbursement of
the funds in such account is in accordance with the approved
budget that has been agreed to by the Company and the lenders,
(iv) that the lenders be granted a security interest in the net
proceeds of the Permitted Placement, and (v) the Permitted
Placement is otherwise satisfactory to the Lenders. In addition,
if the Permitted Placement is in the form of subordinated debt,
the Company and the entity making the $5.0 million loan are
required to enter into a subordination agreement with the lenders.
Finally, the First Credit Facility Letter Amendment also provided
that $4.3 million that was deposited in a cash collateral account
to cash collateralize outstanding letters of credit under the
Credit Facility would instead be used to pay down the Credit
Facility.

The Company's Credit Facility is secured by substantially all of
the Company's assets.  The outstanding balance on the Credit
Facility was $63.0 million as of September 30, 2009, and
December 31, 2008 and carried a weighted average interest rate of
8.37% and 4.51%, respectively.

On November 6, 2009, a portion of proceeds from the offering of
preferred stock were used to pay in full borrowings under the
Credit Facility then outstanding of $66.8 million for a reduced
amount equal to $43.4 million and the Credit Facility was
terminated.

A copy of the Company's report on Form 10-Q, filed November 13, is
available at no charge at http://ResearchArchives.com/t/s?4964

The Company delayed filing its quarterly report, citing
transactions entered into with qualified institutional buyers and
accredited investors to effect the sale of 900,000 shares of a new
issuance of a 12% cumulative participating perpetual convertible
preferred stock for $90 million in gross proceeds.  The Company
said it has been devoting substantial resources in preparation for
the closing of the deals.  The Company said the diversion of
resources and the timing of the closing have caused a delay in the
Company's processes such that it is unable to prepare its
Quarterly Report on Form 10-Q within the prescribed time period
without unreasonable effort and expense.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- is one of the largest and most
respected commercial real estate services and investment companies
in the world.  Its 6,000 professionals in more than 130 company-
owned and affiliate offices draw from a unique platform of real
estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.  The firm's transaction, management,
consulting and investment services are supported by highly
regarded proprietary market research and extensive local
expertise.  Through its investment subsidiaries, the company is a
leading sponsor of real estate investment programs that provide
individuals and institutions the opportunity to invest in a broad
range of real estate investment vehicles, including public non-
traded real estate investment trusts (REITs), tenant-in-common
(TIC) investments suitable for tax-deferred 1031 exchanges, mutual
funds and other real estate investment funds.


GRUBB & ELLIS: To Hold Annual Stockholders' Meeting in December
---------------------------------------------------------------
The Annual Meeting of Stockholders of Grubb & Ellis Company will
be held at a yet to be determined date in December 2009, for these
purposes:

     1. To adopt an amendment to the restated certificate of
        incorporation of Grubb & Ellis Company to increase the
        authorized number of common and preferred shares;

     2. (A) To adopt an amendment to the Certificate of
        Incorporation (1) to declassify the Board of Directors and
        (2) to fix the number of directors at no less than three
        nor more than eight, as determined solely by the Board of
        Directors from time to time, and (B) to elect six
        directors to such declassified Board of Directors, each to
        serve for a one-year term;

     3. To elect three Class B directors, each to serve for a
        three-year term in the event that Proposal No. 2 is not
        approved;

     4. To adopt an amendment to the Certificate of Incorporation
        to increase the number of directors by two in the event
        that dividends with respect to the Company's newly issued
        preferred stock are in arrears for six or more quarters,
        whether or not consecutive, subject to certain conditions
        in the event that Proposal No. 2 is not approved;

     5. To ratify the appointment by the Board of Directors of
        Grubb & Ellis Company of Ernst & Young LLP as the
        Company's independent registered public accounting firm
        for the fiscal year ending December 31, 2009; and

     6. To transact other business as may properly come before the
        Annual Meeting and any adjournments of the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4965

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                   About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- is one of the largest and most
respected commercial real estate services and investment companies
in the world.  Its 6,000 professionals in more than 130 company-
owned and affiliate offices draw from a unique platform of real
estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.  The firm's transaction, management,
consulting and investment services are supported by highly
regarded proprietary market research and extensive local
expertise.  Through its investment subsidiaries, the company is a
leading sponsor of real estate investment programs that provide
individuals and institutions the opportunity to invest in a broad
range of real estate investment vehicles, including public non-
traded real estate investment trusts (REITs), tenant-in-common
(TIC) investments suitable for tax-deferred 1031 exchanges, mutual
funds and other real estate investment funds.


HAROLD SNOWDON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Harold C. Snowdon, Jr.
        1001 Sutton Road
        Shavertown, PA 18708

Bankruptcy Case No.: 09-08864

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel II

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Harold C. Snowdon, Jr.


HARRAH'S OPERATING: Bank Debt Trades at 2.5% Off
------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Co., Inc., is a borrower traded in the secondary market at 97.50
cents-on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.56
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 23, 2016.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

As of March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.


HAWAIIAN TELCOM: Court Confirms Plan of Reorganization
------------------------------------------------------
Hawaiian Telcom Communications, Inc., disclosed that the United
States Bankruptcy Court for the District of Hawaii in Honolulu
confirmed its Plan of Reorganization.  Hawaiian Telcom's confirmed
Plan will reduce the Company's debt from $1.15 billion to
$300 million, allowing for greater financial flexibility so that
it can execute its business plan and better compete in the
marketplace.

"We are extremely pleased with the Court's decision today and look
forward to working through the regulatory process so our confirmed
plan can become effective, and the company can emerge from
bankruptcy a stronger and more financially secure company better
able to compete in the ever-changing communications industry,"
said Eric K. Yeaman, Hawaiian Telcom's president and chief
executive officer.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAWKER BEECHCRAFT: Bank Debt Trades at 23.5% Off
------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft,
Inc., is a borrower traded in the secondary market at 76.46 cents-
on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.16
percentage points from the previous week, The Journal relates.
The loan matures on March 26, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Hawker Beechcraft, Inc., headquartered in Wichita, Kansas, is a
leading manufacturer of business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft carries a long-term corporate credit rating of
'CCC+' from Standard & Poor's Ratings Services, and a Caa2
corporate family rating from Moody's Investors Service.


HOLLEY PERFORMANCE: Has Until Nov. 17 to Access Cash Collateral
---------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, in its third interim order, authorized
Holley Performance Products Inc. and its debtor-affiliates to use
cash collateral securing repayment of loans made by lenders prior
to the filing.

The Bankruptcy Court has authorized the Debtors to use cash
collateral until Nov. 17, 2009, pursuant to a budget.

As reported in the Troubled Company Reporter on Oct. 8, 2009, pre-
bankruptcy, the Debtors borrowed $25 million revolver loan and $40
million term loan from their first lien lender and Wells Fargo
Foothill Inc., as administrative agent.  No amounts are
outstanding under the revolver and about $20.3 million in
principal is outstanding under the term loan plus outstanding
letters of credit of $1 million.

As adequate protection, the lenders will be granted additional
and replacement valid, binding, enforceable, non-avoidable, and
automatically perfected postpetition security interest in and
liens on any and all present and future properties of the Debtors.

                     About Holley Performance

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to bankruptcy 19 months after winning
court approval of its last reorganization plan.


IESI CORPORATION: Moody's Reviews 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service placed its respective ratings of IESI
Corporation (B1 corporate family rating) and of Waste Services,
Inc. (B2 corporate family) on review for possible upgrade
following IESI-BFI Ltd.'s November 11, 2009 announcement that it
has entered into a definitive agreement to merge with WSII in a
stock-for-stock merger.  According to the merger announcement,
WSII shareholders will receive 0.5833 shares of IESI-BFI Ltd.'s
common stock for each of their shares of WSII common stock.
Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating
of WSII.

IESI-BFI Ltd. provides a downstream guarantee of the debt of its
U.S. subsidiary IESI, which Moody's rates.  Moody's does not rate
IESI-BFI Ltd, or the debt of its Canadian subsidiaries.

"The credit benefits of the combined companies could outweigh the
sum of their parts, particularly if increased internalization
rates and cost economies can be achieved," said Moody's Vice
President Jonathan Root.  "If the transaction proceeds as expected
and the combined entity retains a prudent liquidity profile and
financial policies, the corporate family rating of the new group
could be raised by one notch to Ba3," continued Root.

In its review, Moody's will compare the anticipated operating
earnings and free cash flows relative to the stand-alone
performance of IESI-BFI Ltd and of IESI.  The post-merger legal
and debt structures of IESI-BFI will be an important focus of
Moody's review as will its ability to achieve operating synergies,
particularly in the Canadian operations.  Moody's notes that the
credit agreement and notes indenture of WSII obtain change of
control provisions.  This could require IESI to refinance all of
WSII's debt upon the closing of the merger.  Moody's will assess
the sufficiency of any enhancements to IESI's liquidity, to
understand the size of the liquidity cushion to be maintained
should the planned merger be concluded.  Moody's would withdraw
its ratings of the respective rated debt instruments of WSII upon
any such payoffs.

According to IESI's press release, it plans to utilize U.S. and
Canadian revolver capacity to fund repayment of debt put as part
of the transaction.  If any debt remains outstanding at WSII,
Moody's will consider whether IESI-BFI Ltd. or IESI would provide
a guarantee of such debt.  If downstream guarantees are not
provided, and there is insufficient information available to
maintain a rating on WSII, Moody's would withdraw all of its
ratings on WSII pursuant to its Withdrawal Policy.

Because the merger is scheduled to close sometime before the end
of the first quarter of calendar 2010, Moody's expects the ratings
of both issuers could remain under review for an extended period.
Moody's will monitor developments with respect to each company's
stand-alone credit profile and the progression of the merger
planning milestones, such as shareholder approvals, regulatory
reviews, and legal entity structuring and seek to complete the
reviews as timely as possible.

The last rating action on IESI was on September 29, 2009, when
Moody's affirmed the B1 corporate family and probability of
default ratings and changed the outlook to stable.

The last rating action on WSII was on September 29, 2008, when
Moody's affirmed the B2 corporate family and probability of
default ratings and changed the outlook to positive.

On Review for Possible Upgrade:

Issuer: IESI Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently a range of B1, LGD3, 45%

Issuer: Waste Services (CA) Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently a range of Ba3, LGD2, 27%

Issuer: Waste Services, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently a range of Caa1, LGD5, 78%

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently a range of Ba3, LGD2, 23%

Outlook Actions:

Issuer: IESI Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Waste Services (CA) Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Waste Services, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

IESI Corporation, based in Fort Worth, Texas, is a vertically
integrated provider of non-hazardous solid waste management
services, serving ten southern and northeastern U.S. states.  IESI
is a wholly-owned subsidiary of IESI-BFC Ltd., headquartered in
Toronto, Ontario, Canada.

Waste Services, Inc., headquartered in Burlington, Ontario,
Canada, is a vertically integrated provider of sold waste
management services.  The company operates in the U.S. in central
and southern Florida and in Canada in Ontario, Alberta,
Saskatchewan, and British Columbia.


IESI-BFC LTD: Waste Services Deal Won't Affect S&P's 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that IESI-BFC Ltd.'s
(BB+/Stable/--) announced agreement to merge with Waste Services
Inc. (B/Watch Pos/--) would not by itself affect the corporate
credit rating on the company.  According to IESI-BFC, the
transaction would involve issuing new IESI-BFC shares to WSI's
shareholders in exchange for WSI shares.  IESI-BFC also stated
that it would increase its Canadian revolving credit facility to
C$450 million from C$305 million and could possibly use its
available credit limit to refinance WSI's existing debt and
transaction-related costs, which S&P estimates to be about
US$35 million.  Standard & Poor's understands that the merger is
subject to various closing conditions, including approvals by
antitrust and other regulatory authorities in Canada and the U.S.,
satisfactory completion of due diligence, obtainment of fairness
opinions, and approval from WSI shareholders.  The transaction is
targeted to close in the first calendar quarter of 2010.

Assuming that the merger proceeds as planned, Standard & Poor's
expects it to bring moderate benefits to IESI-BFC's business risk
profile in the medium term through increased scale, route
optimization, increased internalization, and expansion into
Florida, where WSI is the third-largest vertically integrated
disposal company.  WSI's revenue base for the 12 months ended
Sept. 30, 2009, was approximately 40% of that of IESI-BFC.  As
most of WSI's asset base is composed of collection and transfer
operations, S&P expects that any volume WSI brings in could
increase the internalization rates of IESI-BFC's landfill assets,
resulting in an improvement in operating margin.

Standard & Poor's expects IESI-BFC's financial risk profile to
weaken slightly immediately after the transaction closes.  S&P
project a moderate increase in debt to finance transaction-related
costs and the assumption of WSI's debt, resulting in a debt to
EBITDA approaching 2.8x-3.0x on a fully adjusted basis.  S&P
understands that the company intends to deploy the combined
entity's discretionary cash flow in the year following the merger
to improve the measure toward the 2.5x area.  For IESI-BFC to
maintain the current rating, Standard & Poor's expects the
company's adjusted total debt to EBITDA to remain below 3x and
adjusted funds from operations to total debt to exceed 25% on a
sustained basis.


IN CAHOOTS LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: In Cahoots LLC
        4558 Sherman Oaks Ave
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 09-25244

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Jeff Katofsky, Esq.
                  4558 Sherman Oaks Ave
                  Sherman Oaks, CA 91403
                  Tel: (818) 990-1475

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A full-text copy of the Debtor's petition, including a list of its
2 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/cacb09-25244.pdf

The petition was signed by Jeff Katofsky, managing member of the
Company.


INTERTAPE POLYMER: To Voluntary Delist Common Stock From NYSE
-------------------------------------------------------------
Intertape Polymer Group Inc. intends to voluntarily delist its
shares of common stock from the New York Stock Exchange.  The
Company's shares of common stock will continue to trade on the
Toronto Stock Exchange.  The delisting of the Company's common
shares from the NYSE will not affect the listing of the Company's
shares of common stock on the TSX.

The Company believes that the listing of its shares of common
stock on the TSX provides shareholders sufficient liquidity and
has concluded that the overall trading volume of the Company's
shares is not sufficient to justify listing on two exchanges.
Therefore, the Company has decided to voluntarily delist its
shares of common stock from the NYSE.

The Company delivered notice today to the NYSE that it intends to
delist its shares of common stock.  As disclosed in the notice,
the Company expects to file a notification of removal from listing
on the NYSE on Form 25 with the U.S. Securities and Exchange
Commission on or about November 23, 2009.  The withdrawal of the
Company's shares of common stock from listing on the NYSE should
be effective 10 days after the filing of the notice on Form 25
with the SEC.  Accordingly, the Company anticipates that the
delisting will take effect on or about December 3, 2009.
Following delisting, the Company will continue to file or furnish
reports with the SEC.

The Company will comply with, and continue to be subject to, the
federal laws of Canada, the jurisdiction in which the Company is
incorporated, as well as Canadian securities laws and corporate
governance rules applicable to Canadian publicly listed companies,
including the rules of the TSX.

                  About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

At June 30, 2009, the Company had $557.8 million in total assets
and $325.0 million in total liabilities.

                           *    *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, to 'CCC+' from 'B' on Intertape
Polymer Group Inc. and related entities.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where S&P placed them on March 23, 2009.  The outlook is negative.
As of December 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).


ION MEDIA: Ch. 11 Plan Prevails Against Creditor DIP Coup
---------------------------------------------------------
ION Media Networks, Inc., said that the U.S. Bankruptcy Court for
the Southern District of New York indicated at a hearing that it
will confirm ION's Chapter 11 plan of reorganization  and issue a
written ruling and confirmation order to that effect in the coming
weeks.  ION expects to emerge from Chapter 11 shortly thereafter.

"Today's ruling by the Court in favor of ION on all issues
necessary for confirmation of our Plan is a major milestone," said
Brandon Burgess, ION's Chairman and Chief Executive Officer.
"This sets the stage for allowing ION's emergence from Chapter 11
as a competitive debt-free company with access to growth funding.
We appreciate the support of our stakeholders and employees during
our short time in Chapter 11 and look forward to continuing our
positive momentum in the coming weeks and beyond."

As previously reported, the Plan extinguishes over $2.7 billion in
legacy indebtedness and converts ION's $150 million DIP loan into
permanent equity capital to fund growth.

Law360 reports that Ion Media has fended off a creditor's last-
ditch attempt to buy a controlling stake in the company and will
reorganize under the original terms of its prepackaged Chapter 11
plan.

Cyrus Capital made a $250 million offer for ION Media in turn for
a 62.5% equity stake in the Company, AtlasAssets said, citing a
report from Reuters.  The bid, the source says, would allow ION
Media to repay its loans, as well as bolstering its capital
reserves by $100 million.

Cyrus Capital stated, in a letter to ION Media's board of
directors, that the deal would be an improvement on existing
reorganization plans, and allow the immediate exit from bankruptcy
protection if approved by the courts.  The firm promised to
withdraw all litigation as part of its offer, source relates.

                        The Chapter 11 Plan

Ion Media Networks Inc. has filed with the Bankruptcy Court a
Chapter 11 reorganization plan that says first lien lenders would
recover 16.6% of their claims based on the 37.5% of the stock of
reorganized Ion that will be distributed to them.  Holders of DIP
facility claims will receive 62.5% of the new stock.

The Plan is supported by holders of over 70% of Ion Media's first
lien secured debt, who also served as the source of Ion's
$150 million debtor in possession financing facility, as well as
the statutory committee of unsecured creditors appointed in the
chapter 11 cases.  As previously reported, the Plan contemplates a
complete extinguishment of over $2.7 billion in legacy
indebtedness and preferred stock claims.

Cyrus Select Opportunities Master Fund, an affiliate of Cyrus
Capital and an investor in Ion's notes due 2013, had raised
objections to the Plan, specifically with respect to the proposed
recovery provided to the first lien lenders.  Cyrus, a holder of
the second lien debt, argues that the Plan gives too much to
first-lien lenders, based on a premise that their claims are
secured by Federal Communications Commission operating licenses.
Cyrus said that FCC licensees can't legally grant liens on the
licenses and that the issue should be heard in the District Court.
Cyrus has commenced an adversary proceeding against Ion Media
seeking a declaration regarding the validity and enforceability of
any security interests in broadcasting and other licenses,
authorizations, waivers and permits issued by the FCC to certain
subsidiaries of Ion Media.

Ion Media asserts that the first lien lenders -- the majority of
who have provided $150 million of the DIP financing -- hold a
perfected senior security interest in the right to receive
proceeds generated from the sale of the FCC Licenses.  Ion Media
has commenced an adversary proceeding against Cyrus seeking a
declaratory judgment enforcing the terms of a security agreement
and an intercreditor agreement.  According to Ion Media, the
agreements provide that (i) the first priority secured parties'
liens are senior to those of the second priority secured parties,
including Cyrus, and (ii) the second lien lenders are barred from
challenging the validity of the liens of the first lien lenders
and objecting to a reorganization plan.

A copy of the Plan, as modified, is available for free at:

    http://bankrupt.com/misc/IonMedia_Modified_DS.pdf

A copy of the Disclosure Statement, as modified, is available for
free at:

    http://bankrupt.com/misc/IonMedia_Modified_Plan.pdf

                     About Ion Media Networks

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.  The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.


JACOBS ENTERTAINMENT: S&P Gives Positive Outlook, Keeps B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Golden, Colorado-based gaming company Jacobs Entertainment Inc. to
positive from negative.

At the same time, S&P affirmed all outstanding ratings on the
company, including its 'B-' corporate credit rating.

"The outlook revision reflects S&P's expectation that positive
momentum in Jacobs' operating trends will continue over the next
several quarters, resulting in credit measures being maintained at
levels that are strong for the current rating," said Standard &
Poor's credit analyst Ariel Silverberg.

The 'B-' rating reflects the company's high debt leverage, and the
second-tier nature of its gaming properties, and some lingering
concern about the company's tight covenant cushion.  The company's
modest level of geographic diversity somewhat offsets these risks.
At Sept. 30, 2009, adjusted debt leverage and EBITDA coverage of
interest were 5.6x and 2.0x, respectively.

S&P continues to have concerns that the covenant cushion with
respect to two of Jacobs' three financial covenants will fall
below 5% by the second quarter of 2010.  In November 2008, S&P
lowered its rating on the company by one notch due to concerns
regarding a near-term potential covenant violation resulting from
declining operating performance (at the time, S&P expected Jacobs'
2009 EBITDA to decline in the mid-single digits from the 2008
level) and uncertainty within the bank markets.  Given the
improved credit market environment and S&P's current expectation
that 2009 EBITDA will be flat to slightly positive year over year,
S&P is somewhat less concerned about the covenant issue, but would
like to get a better sense of what the cushion will be in the
second quarter of 2010 before considering a rating upgrade.

In January 2009, Jacobs exercised an option to acquire land (the
Sugar Warehouse) in Cleveland, Ohio, for $2.5 million.  The Sugar
Warehouse is a 47,380-square-foot structure that currently houses
commercial tenants.  On Nov. 3, 2009, Issue 3 in Ohio passed,
allowing for a casino in four locations (Cincinnati, Cleveland,
Columbus, and Toledo).  Due to the uncertainty surrounding the
timing and process of any legislative action in the state, S&P
currently are not factoring the potential for any development
opportunity into S&P's rating on Jacobs.  As the process in Ohio
progresses and S&P gain a better understanding of the company's
position with respect to development there, S&P will consider any
rating impact at that point.


JERRY LYNN POUND: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Jerry Lynn Pound
               Preti Pound
               12139 E Cloud Road
               Chandler, AZ 85249

Bankruptcy Case No.: 09-29256

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Nasser U. Abujbarah, Esq.
                     The Law Offices Of Nasser U. Abujbarah
                     10654 N. 32nd St
                     Phoenix, AZ 85028
                     Tel: (602) 493-2586
                     Fax: (602) 923-3458
                     Email: NUALegal@yahoo.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,250,614,
and total debts of $2,219,781.

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/azb09-29256.pdf

The petition was signed by the Joint Debtors.


JOHNSON BROADCASTING: Plan Confirmation Hearing Set for Dec. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
entered an order setting December 15, 2009, at 11:30 a.m. as the
schedule for the confirmation hearing of Johnson Broadcasting Inc.
and Johnson Broadcasting of Dallas Inc.'s Plan of Reorganization.
The hearing will be held in Courtroom 600, 6th Floor, Bob Casey
Courthouse, 515 Rusk, Houston, Texas before the Hon. Jeff Bohm.

The Court also ordered that a mini-feasibility hearing at which
the Debtors will be required to prove up the Finance/
Reorganization alternative will be held on Dec. 15, 2009, at 11:30
a.m.

If the Debtors fail to satisfy their burden at the mini-
feasibility hearing, the hearing on the sale motion will occur on
(i) Dec. 18, 2009, at 11:30 a.m., if there are no qualified bids
other that the stalking horse bid; or (ii) if there are qualified
bid other than the stalking horse bid, Dec. 21, 2009, at
11:30 a.m.  Objections to the sale motion, if any, are due 3
business days prior to the sale hearing.

The bid deadline will be on Dec. 11, 2009.  The Debtors and the
LDF will determine whether bids are qualified bids on Dec. 16,
2009.

The auction will be held on Dec. 18, 2009, at 9:00 a.m. at the
offices of Andrews Kurth, 600 Travis, Suite 4200, Houston, Texas.

                    About Johnson Broadcasting

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively).  Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed in
Chapter 11 (Bankr. S.D Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, Johnson Broadcasting Inc.
listed total assets of $7,759,501 and total debts of $14,232,988.


JOHNSONDIVERSEY INC: Fitch Affirms Issuer Default Rating at 'B-'
----------------------------------------------------------------
Fitch Ratings has affirmed JohnsonDiversey, Inc.'s existing
ratings:

  -- Issuer Default Rating at 'B-';
  -- Senior secured bank credit facilities at 'BB-/RR1';
  -- Senior subordinated notes at 'B-/RR4'.

In addition, Fitch also has affirmed JohnsonDiversey Holdings
Inc.'s:

  -- IDR at 'B-';
  -- Senior discount notes at 'CCC/RR6'.

Upon completion of the transactions, Fitch would anticipate this
rating changes:

  -- Assigning a rating of 'B-/RR4' to JohnsonDiversey's new $400
     million senior unsecured notes;

  -- Affirming the amended and extended senior secured bank credit
     facility rating at 'BB-/RR1';

  -- Assigning an IDR of 'B-' to JohnsonDiversey Holdings II B.V.,
     a co-borrower under the senior secured bank credit
     facilities;

  -- Withdrawing the ratings for the senior subordinated notes,
     the IDR at JohnsonDiversey Holdings Inc., and the rating on
     the senior discount notes.

The Rating Outlook for JohnsonDiversey, JohnsonDiversey Holdings
II B.V. and JohnsonDiversey Holdings, Inc., is revised to Positive
from Negative.  In addition, the Positive Outlook will be
maintained upon closing of the transaction.

The ratings reflect the company's leading positions in the global
institutional and industrial cleaning markets, its improving
profitability and ability to generate cash flow as well as a
relatively stable operating performance during the global economic
downturn.  The rating is balanced by high debt level relative to
cash flows.

The Outlook is revised to Positive, based on the positive
implications of the announced $477 million equity investment by a
Clayton, Dubilier & Rice managed fund in JohnsonDiversey and the
recapitalization, which includes debt financing of approximately
$1.7 billion, on JohnsonDiversey's capital structure and
liquidity.  The transaction removes the uncertainties related to
the Unilever 'put' option from the capital structure of the
company.  It also improves the company's liquidity, which, post-
closing, will be comprised of an undrawn $250 million revolving
credit facility, upsized from the current $175 million revolver,
and $129 million cash on hand as of Oct. 2, 2009.  Post closing,
the resulting maturity profile will be extended with no major debt
coming due before 2014 with the anticipated maturity of the
company's amended and extended revolving credit facility.  The
$1 billion term loan will mature in 2015, while JohnsonDiversey's
new senior unsecured notes and JohnsonDiversey Holdings Inc.'s PIK
notes will expire in 2019 and 2020, respectively.  Before the
recapitalization, all of the company's $1.5 billion was due on or
before 2013.

Post closing, Fitch expects that benefits from the past
restructurings will continue to support profitability and cash
flows.  Sustainable margin improvements and free cash flow
generation used to reduce debt would be catalysts for a ratings
upgrade.

JohnsonDiversey is a global player in the industrial and
institutional cleaning market and sells its products into these
product segments: floor care, foodservice, food processing,
restroom/housekeeping, laundry and industrial.  JohnsonDiversey is
currently a wholly owned subsidiary of JohnsonDiversey Holdings,
which is currently owned by Commercial Markets Holdco (67%) and
Unilever (33%).  JohnsonDiversey had approximately $3.1 billion in
net sales and Fitch calculated operating EBITDA of approximately
$342 million for the last 12 months ending Oct. 3, 2009.  The
company also announced that it will change its name to 'Diversey,
Inc' upon closing of the transaction.


J&S 17A ASSOCIATES: Case Summary & 4 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: J&S 17A Associates, LLC
        222 Phillipsburg Road
        Goshen, NY 10924

Bankruptcy Case No.: 09-38167

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,521,101
and total debts of $1,339,925.

A full-text copy of the Debtor's petition, including a list of its
4 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/nysb09-38167.pdf

The petition was signed by Steven Rabinowitz, managing member of
the Company.


KOPPERS HOLDINGS: Commences Tender Offer for 9-7/8% Senior Notes
----------------------------------------------------------------
Koppers Holdings Inc. announced an expected amendment to Koppers
Inc.'s and its subsidiaries existing credit agreement. The credit
agreement is expected to be amended to: (i) extend the expiration
date of the revolving credit facility to October 31, 2013 (ii)
increase the Pricing Grid by 25 basis points per level, (iii)
amend the Maximum Leverage Ratio to 4.50x for 2010-2011 and 4.00x
onwards, (iv) eliminate the Domestic Interest Coverage Ratio, (v)
include a maximum Senior Secured Leverage Ratio of 2.75x for all
periods starting in the fourth quarter of 2009 and beyond, and
(vi) eliminate the Maximum Amount of Obligations.  The expected
amendment also requires that proceeds sufficient to fund the
redemption or repurchase of all of the Senior Discount Notes be
deposited in an account with the administrative agent.  The
expected amendment restricts Koppers ability to use the deposited
funds for any purpose other than the repurchase or redemption of
the Senior Discount Notes.

Koppers Holdings has also commenced a tender offer to purchase all
of its issued and outstanding 9 7/8% Senior Discount Notes due
2014.  The tender offer is being made pursuant to an offer to
purchase and a related letter of transmittal, each dated as of
November 12, 2009.  The early tender time of the tender offer is
5:00 p.m., New York City time, on November 25, 2009, and the
tender offer will expire at 12:00 midnight, New York City time, on
December 10, 2009, unless extended.

Holders of Senior Discount Notes that are validly tendered prior
to the early tender time and accepted for payment will receive
$1,049.38 per $1,000 principal amount of the notes, plus any
accrued and unpaid interest up to, but not including, the
applicable settlement date.  Holders of Senior Discount Notes that
are validly tendered after the early tender time but before the
expiration time will receive $1,000.00 per $1,000 principal amount
of the notes, plus any accrued and unpaid interest up to, but not
including, the applicable settlement date.

Pursuant to the indenture relating to the Senior Discount Notes,
Koppers Holdings is permitted to redeem any Senior Discount Notes
not tendered in such tender offer at any time after November 15,
2009 for 104.938 percent of principal value, declining annually in
ratable amounts until the redemption price is equivalent to the
principal value.  Koppers Holdings presently intends to redeem
pursuant to the terms of the indenture governing the Senior
Discount Notes any Senior Discount Notes which remain outstanding
following consummation of the tender offer at a redemption price
equal to $1,049.38 per $1,000 principal amount of Senior Discount
Notes.  Although Koppers Holdings is not obligated to redeem the
Senior Discount Notes, the expected amendment to Koppers Holdings'
and its subsidiaries' existing credit agreement requires that
proceeds sufficient to fund the redemption or repurchase of all of
the Senior Discount Notes be deposited in an account with the
administrative agent and restricts Koppers Holdings' ability to
use the deposited funds for any purpose other than the repurchase
or redemption of the Senior Discount Notes.  However, there can be
no assurance that any such repurchase or redemption will occur.

The tender offer is subject to the satisfaction or waiver of
certain conditions, including the consummation of a notes offering
in which our wholly-owned subsidiary, Koppers Inc., obtains new
debt financing yielding net proceeds which, when paid as a
dividend to Koppers Holdings in compliance with applicable laws,
are in an amount that is sufficient to pay the total consideration
to tendering holders, together with all fees and expenses
associated with the offering, on terms and conditions satisfactory
to Koppers Holdings in its sole discretion.  Subject to these
conditions, Koppers Holdings reserves the right to accept for
purchase all notes validly tendered on or prior to the early
tender time and pay the total consideration on an early settlement
date following the early tender time.  If Koppers Holdings does
not exercise the option to settle on the early settlement date,
holders of notes validly tendered and accepted for payment will
receive the total consideration or the tender offer consideration,
as applicable, promptly following the expiration time.  Koppers
Holdings may amend, extend or terminate the tender offer in its
sole discretion.

                       About Koppers Holdings

Koppers Holdings Inc. (NYSE: KOP) -- http://www.koppers.com/--
with corporate headquarters and a research center in Pittsburgh,
Pa., is a global integrated producer of carbon compounds and
treated wood products.  Including its joint ventures, Koppers
operates facilities in the United States, United Kingdom,
Denmark, Australia, and China.

As reported by the TCR on Aug. 20, 2009, Standard & Poor's Ratings
Services said that it revised its outlook on Pittsburgh,
Pennsylvania-based Koppers Inc. and its parent company, Koppers
Holdings Inc., to stable from positive.  S&P affirmed S&P's 'B+'
corporate credit ratings on each company and the issue-level
ratings on Holdings' senior discount notes and Koppers' senior
secured second-lien notes.


LANDAMERICA ONESTOP: Files Schedules of Assets & Liabilities
------------------------------------------------------------
LandAmerica OneStop, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Virginia, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets           Liabilities
  ----------------               ------           -----------
A. Real Property             $4,058,267.00
B. Personal Property        $20,028,580.55
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims
E. Creditors Holding
Unsecured Priority
Claims
F. Creditors Holding
Unsecured Non-priority
Claims                                         $90,660,605.92
                             --------------     -------------
TOTAL                        $24,086,847.55    $90,660,605.92


Glen Allen, Virginia-based LandAmerica OneStop, Inc, filed for
Chapter 11 bankruptcy protection on November 4, 2009 (Bankr. E.D.
Va. Case No. 09-37276).  John H. Maddock III, Esq., at
McGuireWoods LLP assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


LAS VEGAS SANDS: Sands China Files Web Proof Info Pack in SEHK
--------------------------------------------------------------
On November 2, 2009, Sands China Ltd., a recently formed indirect
subsidiary of Las Vegas Sands Corp., posted a Web Proof
Information Pack on the website of The Stock Exchange of Hong Kong
Limited in connection with the completion of the listing committee
hearing process for the proposed listing of the shares of Sands
China Ltd. on the Main Board of the SEHK in accordance with the
Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange and other applicable requirements of the SEHK.

Sands China Ltd. was formed to hold the Company's Macau operations
in connection with the Listing.  Upon completion of certain
corporate reorganization transactions being entered into in
connection with the listing, Sands China Ltd., through its
operating subsidiaries, will be a developer, owner and operator of
integrated resorts and casinos in Macau.

The posting of the initial WPIP was carried out for the purpose of
providing information to the public in Hong Kong and was prepared
in accordance with the Hong Kong listing rules.

On November 9, 2009, Sands China Ltd. posted a revised Web Proof
Information Pack on the website of the SEHK.

The revised WPIP contains certain information about Las Vegas
Sands' operations in Macau, which will be owned by Sands China
Ltd. following the completion of Sands China Ltd.'s on-going
corporate reorganization.

A copy of the revised WPIP is available for free at:

              http://researcharchives.com/t/s?494b

The revised WPIP is in draft form and the information contained in
the revised WPIP is incomplete and subject to change, which
changes may be material.

                      About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

                          *     *     *

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.

Las Vegas Sands reported a net loss of $76.5 million, or 19 cents
a share, on revenues of $908.26 million for thee months ended
Sept. 30, 2009, compared with a net loss of $32.2 million,
or 19 cents a share, on $805.26 million during the comparable
period last year.  With the third quarter results, Las Vegas Sands
has posted its seventh straight quarterly loss after U.S. gamblers
spent less and businesses canceled conferences in the recession.


LAS VEGAS SANDS: Bank Debt Trades at 19% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 81.46 cents-
on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.56
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Meanwhile, participations in a syndicated loan under which
Venetian Macau US Finance Co., LLC, is a borrower traded in the
secondary market at 92.56 cents-on-the-dollar during the week
ended Friday, Nov. 13, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 0.94 percentage points from the previous
week, The Journal relates.  The loan matures on May 25, 2011.  The
Company pays 550 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B3 rating and Standard &
Poor's B- rating.  The debt is also one of the biggest gainers and
losers among the 172 widely quoted syndicated loans, with five or
more bids, in secondary trading in the week ended Nov. 13.

Venetian Macau US Finance Co., LLC, is a wholly owned subsidiary
of Las Vegas Sands.  VML owns the Sands Macau in the People's
Republic of China Special Administrative Region of Macau and is
also developing additional casino hotel resort properties in
Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.

Las Vegas Sands reported a net loss of $76.5 million, or 19 cents
a share, on revenues of $908.26 million for thee months ended
Sept. 30, 2009, compared with a net loss of $32.2 million,
or 19 cents a share, on $805.26 million during the comparable
period last year.  With the third quarter results, Las Vegas Sands
has posted its seventh straight quarterly loss after U.S. gamblers
spent less and businesses canceled conferences in the recession.


LAZARE KAPLAN: NYSE AMEX Accepts Listing Compliance Plan
--------------------------------------------------------
Lazare Kaplan International Inc. has received notice from NYSE
Regulation, on behalf of NYSE AMEX LLC, on November 11, 2009, that
it accepted the Company's previously submitted plan of compliance
and granted the Company an extension until December 31, 2009, to
regain compliance with the Exchange's continued listing standards.
The Company will be subject to periodic review by the Staff during
the Extension Period.  Failure of the Company to make progress
consistent with the Plan or to regain compliance with the
continued listing standards by the end of the Extension Period
could result in the Company being delisted from the Exchange.

As announced by the Company on September 18, 2009, the Company
received a Deficiency Letter from the Staff dated September 16,
2009, relating to the Company's failure to timely file its Annual
Report on Form 10-K for the fiscal year ended May 31, 2009.  In
response to that letter, the Company submitted the Plan, advising
the Exchange of action it has taken, or will take, to bring the
Company into compliance with Sections 134 and 1101 of the
Exchange's Company Guide.  The Company received a second
Deficiency Letter from the Staff dated October 20, 2009, relating
to the Company's failure to timely file its Quarterly Report on
Form 10-Q for the quarter ended August 31, 2009.

Lazare Kaplan International Inc. -- http://lazarediamonds.com/--
sells its diamonds and jewelry products through a worldwide
distribution network.  The Company is noted for its ideal cut
diamonds, which it markets internationally under the brand name,
Lazare Diamonds(R).


LEHMAN BROTHERS: $110B Returned To Clients Since May, Trustee Says
------------------------------------------------------------------
Law360 reports that Lehman Brothers Inc. has returned more than
$110 billion to customers of the failed bank over the past six
months as part of "the largest and most complex stockbroker
liquidation ever attempted," according to the trustee supervising
the distribution.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LNR PROPERTY: Tightening Liquidity Levels Cue S&P's Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has downgraded its
rating on LNR Property Corp. and LNR Property Holdings Ltd. to
'CCC' from 'B-'.  The outlook is negative.  In accordance with
S&P's notching criteria for the current recovery rating of '4',
S&P has also lowered its issue-level rating on LNR's senior
secured loans to 'CCC' from 'B-'.

"The downgrade reflects LNR's tightening liquidity levels,
including sharply lower levels of cash.  At the same time, its
cash flows continue to be volatile, since its interest income is
affected by credit deterioration, and its special-servicing income
remains restricted by lengthened resolution times and lower
liquidation values," said Standard & Poor's credit analyst Adom
Rosengarten.

Deterioration in the commercial real estate market has led to
pressure on interest income from LNR's commercial mortgage-backed
securities investment portfolio.  Appraisal subordinate
entitlement reductions in the trusts of some of these investments
have cut off the cash flows to the lower-rated CMBS tranches in
which LNR has invested.  At the same time, S&P has seen continued
difficulty with the liquidation of LNR's special-servicing assets.
This reflects the drastically lower appraisal values of those
assets.  These currently depressed values will likely generate
lower recovery values at liquidation than S&P previously expected.
Additionally, resolution times have lengthened substantially.
Although we've seen a continued increase in special-servicing
assets, S&P anticipate a significant lag in the timing of the
liquidation of those assets and, therefore, a lag in most of the
cash flows generated.

The negative outlook reflects the possibility of severe liquidity
constraints in 2010 if LNR's cash flows still come under pressure.
If its liquidity levels continue to rapidly decrease, or if the
significant decline in its EBITDA levels persists--in violation of
its covenants, S&P could further lower the rating.

"On the other hand, if deterioration in the CRE market subsides
and LNR's investment cash flows begin to recover, S&P could change
the outlook to stable.  Additionally, if LNR's special-servicing
cash flows increase substantially as it begins to liquidate its
special-servicing assets, S&P could revise the outlook to stable,"
Mr. Rosengarten added.


MAMMOTH HENDERSON: Sec. 341 Meeting Set for December 10
-------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Mammoth
Henderson II LLC's creditors on December 10, 2009, at 10:00 a.m.
RM 1-159, 411 W Fourth St., Santa Ana, CA 92701.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Juan Capistrano, California-based Mammoth Henderson II LLC
filed for Chapter 11 bankruptcy protection on November 5, 2009
(Bankr. C.D. Calif. Case No. 09-22234).  Thomas C. Corcovelos,
Esq., who has an office in Manhattan Beach, California, assists
the Company in its restructuring efforts.  According to the
schedules, the Company has assets of $24,002,100, and total debts
of $20,895,296.


MARCAL PAPER: Pension Withdrawal Liability Must be Prorated
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a district judge in
New Jersey ruled early this month that withdrawal liability under
a multiemployer pension plan must be pro-rated between pre-
bankruptcy and post-bankruptcy in calculating how much of the
claim is entitled to an administrative priority.  A union asserted
a claim following the termination of its multiemployer pension
plan, as it was not assumed by the buyer of the business.  The
union claimed that that withdrawal liability was entitled to an
administrative priority only for work performed after bankruptcy.
The bankruptcy judge followed a decision from the Bankruptcy
Appellate Panel for the 6th Circuit and held that the entire claim
was general unsecured.  U.S. District Judge Stanley Chesler,
following an appeal by the union, ruled the liability should be
pro-rated, with accrual of an administrative claim for
postpetition work.  The case is Trucking Employees of North Jersey
Welfare Fund Inc. v. Marcal Paper Mills Inc., 09-1863, U.S.
District Court, District of New Jersey (Newark).

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- was a privately-held business of
producing finished paper products.  It filed for chapter 11
protection on Nov. 30, 2006 (Bankr. D. N.J. Case No. 06-21886).
Attorneys at Andora & Romano, LLC; Cole, Schotz, Meisel, Forman &
Leonard, P.A.; Windels, Marx, Lane & Mittendorf, LLP; Lowenstein
Sandler PC; and Charles V. Bonin, Esq., represent the Debtor as
counsel.  The Debtors selected Logan and Company Inc. as claims
agent.  In its schedules filed with the Court, the
Debtor disclosed total assets of $178,626,436 and total debts of
$178,890,725.


MARK IV: Emerges from Chapter 11, Closes on New $145MM Financing
----------------------------------------------------------------
Mark IV Industries, Inc. announced November 13 that it has emerged
from Chapter 11 as a newly reorganized company, eliminating
approximately $750 million in debt and liabilities.

In conjunction with its emergence from Chapter 11, Mark IV has
successfully executed an exit financing package consisting of $145
million in term loan credit facilities as well as a $50 million
asset backed revolving loan.  This exit financing package provides
Mark IV with more than adequate working capital and liquidity to
execute its business plan.

"Just over six months of filing for Chapter 11 we were able to
significantly de-lever the Company's balance sheet, establish a
credit facility to support our working capital and liquidity
needs, and emerge from Chapter 11 with the flexibility to pursue
ongoing strategic initiatives," said Co-Chief Executive Officer of
Mark IV, Jim Orchard.

"Our expeditious restructuring is a testament to our devoted
employees, dedicated customers and suppliers and the strong
relationship we have with our lenders," Co-Chief Executive Officer
and Chief Financial Officer Mark Barberio added.

The Company noted that throughout its Chapter 11 restructuring it
was able to maintain its traditional level of investment and
engineering funding for the development of green, fuel efficient,
and competitive solutions for engine management. Mark IV also
continued to invest millions each year in research and development
in its transportation segment products engineered and manufactured
by Mark IV's Intelligent Vehicle Highway Systems (IVHS) and Mark
IV's Information Display Systems (IDS).

"Now with our significantly de-levered balance sheet we have the
flexibility and resources to develop and deliver innovative
products to the benefit of our customers worldwide," said Mr.
Orchard.

The Company also noted that during the Company's Chapter 11
restructuring, it met all its customers supply needs without
interruption. More importantly, unlike many other companies in the
automotive supply sector, Mark IV was able to achieve all of its
restructuring goals without the need for special assistance from
its customers.

"During this process, Mark IV met or exceeded all financial
targets essential to our lenders and creditors. I believe that
everyone at the Company is energized and excited to continue this
success as we begin operating outside of Chapter 11," Mr. Barberio
concluded.

                          About Mark IV

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment.  The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display technologies.  The company has a
geographically diverse innovation, marketing and manufacturing
footprint, and employs 4,200 people across 18 manufacturing and 20
distribution/technical centers in 16 countries.

Mark IV filed voluntary petitions for reorganization on April 30,
2009 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Attorneys at
Skadden, Arps, Slate, Meagher & Flom LLP, served as the Debtors'
counsel.  Personnel at Zolfo Cooper served as restructuring
advisors.  Houlihan Lokey served as Investment bankers and
financial advisors and Sitrick and Company was tapped as public
relations advisor.  Steven M. Fuhrman, Esq., at Simpson Thacher &
Bartlett LLP, represented JPMorgan Chase Bank, N.A., the First
Lien Agent and the DIP Agent.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Creditors' Committee.

The Debtors disclosed $100 million to $500 million in assets and
more than $1 billion in debts when they filed for bankruptcy.


MCINTIRE & ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: McIntire & Associates, Inc.
        700 North Freeway
        Fort Worth, TX 76102

Bankruptcy Case No.: 09-47231

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Frank R. Jelinek III, Esq.
                  Frank R. Jelinek, Inc.
                  801 E. Abram, Suite 102
                  Arlington, TX 76010
                  Tel: (817) 461-1100
                  Fax: (817) 461-1109
                  Email: frank@jelineklaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $2,552,560
and total debts of $4,758,204.

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/txnb09-47231.pdf

The petition was signed by Jim McIntire, president of the Company.


MCPHILLIPS MOTORS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: McPhillips Motors, Inc.
        8001 Auto Drive
        Riverside, CA 92504

Bankruptcy Case No.: 09-37488

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd 9th Fl
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325
                  Email: mkogan@ecjlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-37488.pdf

The petition was signed by David F. McPhilips, president of the
Company.


MCSI INC: Wants Case Dismissed as Wind-Down Completed
-----------------------------------------------------
MCSi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Maryland to approve:

   (i) the distribution of funds held by the Official Committee of
       Unsecured Creditors in the manner approved by the Court;
       and

  (ii) the dismissal of the Chapter 11 cases after distribution of
       the funds.

The Debtors relate that the wind-down process is substantially
completed.  The only remaining tasks for completing the wind-down
are the resolution of the remaining Avoidance Actions and the
distribution of proceeds.  Accordingly, the Debtors have
determined that the dismissal of these cases is in the best
interest of the Debtors and their creditors upon completion of
these final tasks.

The Committee Distribution Funds consist of (i) $879,346 from
Avoidance Action recoveries; and (ii) $269,108 from the D&O
Settlement.  The Debtors and the Creditors' Committee propose to
distribute 100% of all the Committee Distribution Funds to
creditors holding the allowed claims.

Headquartered in Dayton, Ohio, MCSi, Inc., was a leading provider
of state-of-the-art presentation, broadcast and supporting network
technologies for businesses, churches, government agencies and
educational institutions.  The Company, along with its affiliates,
filed for chapter 11 protection on June 3, 2003, (Bankr. D.
Maryland Case No. 03-80169).  On February 23, 2004, the Bankruptcy
Court allowed the Debtors to wind-down their operations and
liquidate their assets.  Aryeh E. Stein, Esq., Paul Nussbaum,
Esq., Martin T. Fletcher, Esq., and Dennis J. Shaffer, Esq., at
Whiteford, Taylor & Preston LLP represent the Debtors in their
bankruptcy cases.  When the Debtors filed for protection from its
creditors, they reported assets of $181,058,000 and liabilities
totaling $155,590,000.


METRO-GOLDWYN-MAYER: Bank Debt Trades at 42% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 58.00
cents-on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.83
percentage points from the previous week, The Journal relates.
The loan matures April 8, 2012.  The Company pays 275 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among the 172 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 13.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

The Troubled Company Reporter said on May 22, that Metro-Goldwyn-
Mayer hired Moelis & Co. to help refinance $3.7 billion debt and
was in talks with a steering committee of 140 creditors led by
JPMorgan Chase & Co. as part of the process.  Sue Zeidler at
Reuters said the studio "was exploring options for optimizing its
capital structure and has begun talks with a steering committee of
its lenders as part of the process."  Ms. Zeidler said bankers
estimate MGM is paying north of $250 million a year in interest on
debt due in 2012.  Sources told Reuters MGM was potentially
seeking a way to make the loan due later, or reduce it in size.

Comcast paid about $5 billion in debt and equity in September 2004
to buy MGM from majority owner Kirk Kerkorian.  According to
Reuters, merger specialists have said MGM could be worth
$2 billion to $2.5 billion.  MGM, however, has reiterated its
commitment to staying independent.


MIRANT CORP: Bank Debt Trades at 6.43% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Mirant Corporation
is a borrower traded in the secondary market at 93.57 cents-on-
the-dollar during the week ended Friday, Nov. 13, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.64 percentage points
from the previous week, The Journal relates.  The loan matures on
Dec. 30, 2012.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among the 172 widely quoted syndicated
loans, with five or more bids, in secondary trading in the week
ended Nov. 13.

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

Bankruptcy Creditors' Service, Inc., publishes Mirant Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Mirant Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MIRANT CORP: MCAR Establishes Success Fee Procedures
----------------------------------------------------
MC Asset Recovery, LLC, sought and obtained the approval of Judge
D. Michael Lynn of the United States Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, to establish
deadlines and procedures for filing, objecting to and hearing
motions for the approval of the success fee and supplemental
compensation for the company's managers.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP in Fort Worth,
Texas, told the Court that MCAR intends to file a motion seeking
approval of the success fee and supplemental compensation of
MCAR's managers based on the substantial recoveries obtained for
the beneficiaries of MCAR through the managers' efforts.

MCAR intends to establish the procedures to ensure that all
parties-in-interest have adequate notices of the relief sought by
MCAR in the Success Fee Motion, including the date by which the
Success Fee Motion will be filed, the deadline for objections to
be submitted, and the date for hearing.

The Court approved these deadlines:

* The Success Fee Motion must be filed by MCAR no later than
   October 26, 2009, and thereafter served on creditors and
   parties-in-interest.

* Any party wishing to object to the Success Fee Motion must
   file a written objection not later than 5:00 p.m., local Fort
   Worth Time, 23 days following the filing of the Success Fee
   Motion.  The Objection must be properly served on counsel of
   MCAR by the Objection Deadline but need not be served on all
   other creditors or parties-in-interest.

* Any party who wishes to respond to the Objection, including
   MCAR, must file a written response with the Court not later
   than 5:00 p.m., local Fort Worth Time, 15 days following the
   Objection Deadline.  The response also must be properly
   served on counsel for the objecting party and MCAR, as
   applicable, by the Response Deadline but need not be served
   on all other creditors or parties-in-interest.

* Any party, including MCAR, may request an extension of either
   the Objection Deadline or the Response Deadline by filing a
   written request to extend the applicable deadline prior to
   the Objection Deadline or the Response Deadline, as
   appropriate.

* Any Objection of Response not filed in compliance with the
   Objection Deadline or the Response Deadline will not be
   considered by the Court in conjunction with the Success Fee
   Motion and that Objection or Response will be stricken by the
   Court upon the request of a party or MCAR.

* The hearing on the Success Fee Motion will be held at
   1:30 p.m. on December 16, 2009, which may be continued or
   adjourned with notice only to any parties filing a timely
   objection to the Success Fee Motion.

Judge Lynn ruled that the hearing date of the Success Fee Motion,
which will be held on December 1, may be continued or adjourned
by motion of MCAR, any objecting or responding party, or on the
Court's own motion.

               MCAR Seeks Clarification of Order

MCAR asked the Court to clarify the order granting MCAR's motion
to establish deadlines and procedures for the filing of Success
Fee, specifically on the Court's ruling that:

  "The Success Fee Motion must be filed by MCAR no later than
   October 26, 2009, and thereafter served on creditors and
   parties-in-interest . . ."

According to Mr. Prostok, there are currently approximately
214,500 active records pertaining to the Debtors' bankruptcy
cases and service by MCAR of the Success Fee Motion on the more
than 214,500 entities that ever came into contact with the
Debtors' bankruptcy cases would cost more than $225,000 for
postage alone.

Consequently, the only parties with an interest in MCAR's
litigation recoveries are: (a) the approximately 389 Class 3
Unsecured Creditors as of the Effective Date of the Debtors'
Plan, and (b) the approximately 140,000 Class 5 Equity Holders as
of the Effective Date, Mr. Prostok relates.

To satisfy the service requirement to the Success Fee Motion in
the Procedures Order, MCAR believes that adequate notice to the
interested parties will be accomplished by (a) serving copies of
the Success Fee Motion on all Class 3 Unsecured Creditors and all
parties on the Debtors' Limited Service List by regular First
Class Mail, postage prepaid; and (b) providing notice by
publication related to the filing of deadlines for objection to,
and hearing on the Success Fee Motion to Class 5 Equity Holders
by publishing the notice nationally in The Wall Street Journal at
least one occasion not less than 20 days prior to the deadline
for filing objections to the Success Fee Motion established in
the Procedures Order.

MCAR asks the Court to limit MCAR's service requirement in
connection with the Success Fee Motion to providing (a) service
by mail to holders of allowed Class 3 unsecured claims and all
parties on the Debtors' Limited Service List, and (b) notice by
publication to holders of Class 5 equity interests.

Judge Lynn granted MCAR's request and modified the order.

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

Bankruptcy Creditors' Service, Inc., publishes Mirant Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Mirant Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MIRANT CORP: MCAR Proposes Success Fee for Managers
---------------------------------------------------
MC Asset Recovery, LLC, seeks authority from Judge D. Michael
Lynn of the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, to pay a success fee to
its managers in light of the success and substantial recoveries
obtained for the company's beneficiaries, which results were due
to the managers' efforts.  The managers and their proposed
success fee are:

Manager                             Amount
-------                             ------
Michael Willingham              $2,080,000
Steve Gidumal                   $2,080,000
Mark Holliday                   $2,080,000

According to Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Texas, the Success Fee, on a per Manager basis,
represents 1% of the gross recoveries by MCAR and 1.4% of the net
recoveries.

Mr. Prostok relates that the Managers' efforts led directly to
three settlements that resulted in recoveries for MCAR's
beneficiaries.  In March 2009, MCAR reached a settlement with
Southern Company resolving a lawsuit in connection with
Southern's divestiture of its equity interest in Mirant in 2000
and 2001.  The settlement resulted to a cash payment of
$202 million from Southern.  MCAR received full payment of the
settlement proceeds in June 2009.  In addition to the settlement
of the Southern lawsuit, MCAR concluded favorable settlements of
litigation with Arthur Andersen & Co., and with General Electric
Company and General Electric International, Inc., both of which
produced additional recoveries for MCAR, for a total of
approximately $208 million.

In addition to those settlements, MCAR also continues to actively
pursue two pieces of litigation against (i) Castex Energy, Inc.,
Castex Energy 1995, LP, Castex Energy 1996, LP< and LaTerre Co.,
Ltd., and (ii) Commerzbank AG, ABN AMRO Bank N.V., Intesabci,
S.P.A., ING Bank, N.V., The Royal Bank of Scotland PLC, Credit
Lyonnais, Danske Bank, A/S, ANZ Investment Bank, Australia and
New Zealand Banking Group Limited, Barclays Bank PLC, and BNP
Paribas.

In addition to the Success Fee, MCAR asks the Court for further
authority to pay the Managers additional compensation in the
amount of $20,000 per month per Manager until the earlier of (a)
the expiration of July 1, 2011, or (b) the conclusion of MCAR's
litigation against Castex and Commerzbank.

The Success Fee requested by the Managers is certainly reasonable
in view of the result achieved and consistent with the goals of
efficient prosecution of the litigation by MCAR, Mr. Prostok
asserts.  Moreover, the Success Fee, when viewed in context as a
form of contingent, incentive-based compensation, is very fair
and reasonable, especially given that the Managers assumed,
through the incentive compensation scheme, the risk of the
success of the litigation while devoting 42 months of hard work
to the enterprise, Mr. Prostok contends.

The Court will convene a hearing to consider the Success Fee
Motion on December 16, 2009.  Objection to the Success Fee Motion
will be due not later than November 18.

In an affidavit dated October 29, 2009, Mr. Prostok informed the
Court that MCAR caused to be published in the October 26, 2009
National Edition of the Wall Street Journal, the Notice of Filing
of Deadlines for Objections to, and Hearing on MCAR's motion for
the approval of Success Fee and Supplemental Compensation for
Managers.

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

Bankruptcy Creditors' Service, Inc., publishes Mirant Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Mirant Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MOMENTIVE PERFORMANCE: Posts $25,141,000 Net Loss for Q3 2009
-------------------------------------------------------------
Momentive Performance Materials Inc. reported a net loss of
$25,141,000 for the fiscal three-month period ended September 27,
2009, from a net loss of $34,788,000 for the fiscal three-month
period ended September 28, 2008.  The Company posted a net loss of
$19,629,000 for the fiscal nine-month period ended September 27,
2009, from a net loss of $130,131,000 for the fiscal nine-month
period ended September 28, 2008.

Net sales were $568,421,000 for the fiscal three-month period
ended September 27, 2009, from $699,884,000 for the fiscal three-
month period ended September 28, 2008.  Net sales were
$1,476,488,000 for the fiscal nine-month period ended
September 27, 2009, from $2,093,960,000 for the fiscal nine-month
period ended September 28, 2008.

The decrease in Net sales was primarily due to a decrease in sales
volume of 16.9%, a decrease in selling prices, and unfavorable
exchange rate fluctuations of 1.7%.  Foreign exchange impacts were
primarily related to the strengthening in the U.S. dollar against
the Euro.

At September 27, 2009, the Company had total assets of
$3,556,934,000 against total liabilities of $4,121,193,000.  At
September 27, 2009, the Company had accumulated deficit of
$1,341,835,000, noncontrolling interest of $3,776,000, and
shareholders' deficit of $564,259,000.

"We are encouraged by the progress we've made in the third quarter
and the recovery that we're seeing in our business on a sequential
basis.  Our year-over-year comparisons, however, continued to be
adversely impacted by the effects of the recession, as volumes
lagged well behind historical levels, even though we benefited
significantly from streamlining our cost structure," said Jonathan
Rich, President and CEO.  He added, "While forward visibility
remains limited, we expect to see continued sales improvement on a
sequential basis in the fourth quarter, albeit at a lower growth
rate than achieved in the third quarter."

On September 22, 2009, the Company entered into a Limited Waiver
and Amendment with respect to the credit agreement governing its
senior secured credit facility.  Pursuant to the Waiver and
Amendment, in return for certain consideration, the requisite
revolving credit facility lenders conditionally waived the
Company's compliance with the senior secured leverage ratio
maintenance covenant set forth in the credit agreement for the
fiscal three-month period ended September 27, 2009, and the fiscal
three-month period ending December 31, 2009.  On September 27,
2009, the Company was in compliance with the senior secured
leverage ratio maintenance covenant (irrespective of the Waiver
and Amendment), the other covenants under the credit agreement
governing the senior secured credit facility and the covenants
under the indentures governing the notes.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4954

A full-text copy of the Company's earnings report is available at
no charge at http://ResearchArchives.com/t/s?4955

                          About Momentive

Albany, New York-based Momentive Performance Materials Inc. --
http://www.momentive.com/-- is a premier specialty materials
company, providing high-technology materials solutions to the
silicones, quartz and ceramics markets. Momentive Performance
Materials Inc. is controlled by an affiliate of Apollo Management,
L.P.


NEUMANN HOMES: Court OKs Supplemental Pact With Bracewell
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved a supplemental agreement governing the terms of
employment of the Debtors' special counsel, Bracewell & Giuliani
LLP.

The Supplemental Agreement dated September 15, 2009, requires
Bracewell to provide additional services, which include the
evaluation of claims relating to the Debtors' residential
development known as Mountain Shadows in Colorado, Tadian
Holdings and any person or property that is subject to potential
recovery.

The Court approved the proposed compensation for Bracewell on all
matters stated in the Supplemental Agreement and the Original
Agreement except the pursuit of claims against properties in
NeuDearborn, one of the Debtors' residential developments.

The Court's May 20, 2009 order approving Bracewell's employment
is unmodified as it applies to compensation and reimbursement of
expenses for the firm's hourly work on the NeuDearborn
properties.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEWPORT LIQUORS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Newport Liquors, Inc.
           dba Richards Market
        243 Atlantic Street
        Quincy, MA 02171

Bankruptcy Case No.: 09-20952

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: John A. Ullian, Esq.
                  Law Offices of Ullian & Assoc.
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.com

                  Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Stephen Racette, president of the
Company.


NIELSEN CO: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Nielsen
Company B.V. is a borrower traded in the secondary market at 92.34
cents-on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.48
percentage points from the previous week, The Journal relates.
The loan matures on May 1, 2016.  The Company pays 375 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NORTEL NETWORKS: Airvana to Receive $39.6 Million Payment
---------------------------------------------------------
Airvana, Inc. has been informed that it will receive payment of
$39.6 million in outstanding invoices for products and services
sold to Nortel Networks Inc. prior to Nortel's January 2009
bankruptcy filing within the next several business days.  This
payment will be made to Airvana in connection with Telefon AB L.M.
Ericsson's completion of its acquisition of Nortel's CDMA
business.  As part of the transaction, Airvana's contract with
Nortel is being assigned to Ericsson.

"Ericsson's acquisition of the CDMA unit is an excellent outcome
both for Airvana and for customers of Nortel's North American
wireless business," said Airvana President and Chief Executive
Officer Randy Battat. "Ericsson has long been one of the world's
top telecom infrastructure suppliers, and this transaction
strengthens the company's leadership position."

The $39.6 million payment from Ericsson represents outstanding
invoices, plus interest, for Airvana's sales of products and
services to Nortel made prior to Nortel's bankruptcy filing on
January 14, 2009.  Since that date, Airvana has collected
receivables from Nortel in the ordinary course of business related
to products and services purchased.  Of the total payment,
$36.4 million will be accounted for as Product and Service
Billings and $3.2 million will be accounted for as interest
income.

"This payment will complement our already strong balance sheet,
providing Airvana with additional financial flexibility at a time
of growing opportunity for both our EV-DO and femtocell product
lines," Battat said.

                    About Airvana Inc.

Airvana helps operators transform the mobile experience for users
worldwide. The company's high-performance technology and products,
from comprehensive femtocell solutions to core mobile network
infrastructure, enable operators to deliver compelling and
consistent broadband services to mobile subscribers, wherever they
are. Airvana's products are deployed in over 70 commercial
networks on six continents. Airvana is headquartered in
Chelmsford, Mass., USA, with offices worldwide.

                    About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Ericsson Completes Acquisition in North America
----------------------------------------------------------------
Ericsson completed its acquisition of substantially all of
Nortel's CDMA business and LTE assets in North America.  With this
acquisition, Ericsson enhances its leading global
telecommunications equipment supplier position and will further
its quest to bring high-speed data connectivity to people on the
move.

The Nortel acquisition, on the heels of important breakthrough
contract wins for Ericsson in North America, positions Ericsson as
the leading provider of telecommunications technology and services
in the United States and Canada.

"Separately, our two companies played leading roles in freeing
voice telephony from its fixed limitations," said Hans Vestberg,
Ericsson's incoming president and chief executive officer.
"Together, we will do the same for broadband - make it mobile and
bring the benefits of high-speed data connectivity to the majority
of the world's population".

"This deal, along with our recently announced services and LTE
agreements, demonstrates the importance of the North American
market to Ericsson.  Our strength in the region proves to our
global customers that we are capable of continuing to provide the
best equipment and services, in a scaleable and efficient way,"
said Vestberg.

In terms of sales, North America will now be Ericsson's largest
region.  According to Angel Ruiz, head of Ericsson's North
American operations, the acquisition significantly expands
Ericsson's footprint in North America, particularly as the region
is emerging as an early adopter of LTE technology.

"Ericsson will enjoy new access to North American CDMA customers
and can better support CDMA networks that will transition to LTE,
"said Ruiz.

In addition to the talented people Ericsson gains through the
combination, it will also benefit from intimate knowledge of
Nortel's CDMA customers and their networks.  In turn, these
operators gain a stable partner committed to the ongoing evolution
of their networks, and the assurance of a seamless transition.

"I look forward to working with the more than 2,500 highly skilled
colleagues in North America and China arriving from Nortel," said
Magnus Mandersson, president of Ericsson CDMA Operations.
Combined with the transition of employees in the recent Sprint
deal, Ericsson now has some 14,000 employees in North America,
making it the company's second largest market based on number of
employees.

The acquisition includes the transfer of important CDMA contracts
with North American operators including Verizon, Sprint, U.S.
Cellular, Bell Canada, Telus and Leap, as well as LTE assets,
certain patents and patent licenses relating to CDMA and LTE.
Nortel's customers will also benefit from the continued support of
Nortel's installed CDMA base and the migration path to LTE.

The closing follows the announcement on July 25, 2009, that
Ericsson was entering into an asset purchase agreement of $1.13
billion. for these assets, subject to approval by the United
States and Canadian Bankruptcy Courts and the satisfaction of
regulatory and other conditions.

The former Nortel staff will be integrated into the Ericsson group
over the coming months and the entity will work under the Ericsson
brand.

The results for these operations will be consolidated by Ericsson
on a pro-rata basis from the closing date proportionally within
segments Networks and Professional Services.  The report for the
fourth quarter 2009 will be the first accounts including the new
entity.

                         About Ericsson

Ericsson is the world's leading provider of technology and
services to telecom operators.  Ericsson is the leader in 2G, 3G
and 4G mobile technologies, and provides support for networks with
over 1 billion subscribers and has a leading position in managed
services.  The company's portfolio comprises of mobile and fixed
network infrastructure, telecom services, software, broadband and
multimedia solutions for operators, enterprises and the media
industry.  The Sony Ericsson and ST-Ericsson joint ventures
provide consumers with feature-rich personal mobile devices.

                    About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Escrow Agreement With JPMorgan Approved
--------------------------------------------------------
According to Law360, Nortel Networks Corp., on the eve of
finalizing a $1.13 billion sale of certain wireless assets to
Telefonaktiebolaget LM Ericsson, won bankruptcy court approval on
Thursday to have the funds held in an escrow account with JPMorgan
Chase Bank NA.

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTHERN 120: Court Extends Filing of Schedules Until Nov. 30
-------------------------------------------------------------
The Hon. George B. Nielsen, Jr., of the U.S. Bankruptcy Court for
the District of Arizona has extended the filing of Northern 120,
LLC's schedules and statement of financial affairs until
November 30, 2009.

The Debtor was initially required to file its schedules until
November 20, 2009.

The Debtor said that it filed for bankruptcy on November 5, 2009,
on extremely short notice in response to actions taken by the ML
Manager of Investors of MORTGAGES LTD. (the Lender).  According to
the Debtor, the details of its operations and transactions are of
critical importance to the Court and this, and allowing Debtor the
time necessary to properly prepare the Statements and Schedules
will be in the best interests of creditors who will be able to
understand the full nature of Debtor's financial affairs and where
their interest lie with respect to Debtor and this bankruptcy
estate.

The Debtor said that it must focus on much of its time and effort
on the transition of the Company into the bankruptcy and its
operations therein.  The Debtor, with the assistance of its
professionals, anticipates it will be able to complete and file
its schedules by November 30, 2009, giving the U.S. Trustee and
other interested parties time to review Debtor's schedules before
the first meeting of creditors set for December 8, 2009.

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


NORTHERN 120: List of Two Largest Unsecured Creditors
-----------------------------------------------------
Northern 120, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a list of its 20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/azb09-28417.pdf

Phoenix, Arizona-based Northern 120, LLC, filed for Chapter 11
bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


NORTHERN 120: Sec. 341 Meeting Set for December 8
-------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Northern
120, LLC's creditors on December 8, 2009, at 11:00 a.m. at US
Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, AZ.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


NORWOOD PROMOTIONAL: Creditors Committee Wants to Form GUC Trust
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Norwood Promotional Products Holdings, Inc., and its
debtor-affiliates, asks the U.S. Bankruptcy Court to:

   -- authorize the creation of the GUC Trust to distribute
      certain funds available to general unsecured creditors;

   -- approve the GUC Trust agreement;

   -- transfer of the Trust assets to the GUC Trust; and

   -- appoint the GUC Trustee.

The Committee relates that the GUC Trustee will, among other
things:

   1. make distributions of the trust assets to beneficiaries; and
   2. conduct and complete claims reconciliation.

The trust assets refer to the $2,337,300 that is held in escrow by
the Committee as a result of the negotiations entered among the
Committee, Bank of New York Mellon, as Term A agent and lenders
and Wachovia Bank National Association, DIP lender.

The Committee proposes a hearing on the motion on Nov. 17, 2009,
at 3:30 p.m. (E.T.) Objections, if any, were due Nov. 9, 2009.

Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products.  The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.

Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets.  Norwood
sold its business, including its name, for $123 million to a unit
of pen and lighter maker Societe Bic SA.


ORION BANK, NAPLES: Closed; IBERIABANK Assumes All Deposits
-----------------------------------------------------------
Orion Bank, Naples, Florida, was closed November 13 by the Florida
Office of Financial Regulation, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with IBERIABANK, Lafayette, Louisiana, to assume all of
the deposits of Orion Bank.

The 23 branches of Orion Bank will reopen during normal business
hours as branches of IBERIABANK.  Depositors of Orion Bank will
automatically become depositors of IBERIABANK.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branches until IBERIABANK can fully integrate the
deposit records of Orion Bank.

As of October 31, 2009, Orion Bank had total assets of
$2.7 billion and total deposits of approximately $2.1 billion. The
FDIC accepted a 1.5 percent discount from IBERIABANK on the
deposits of the failed bank. In addition to assuming all of the
deposits of the failed bank, IBERIABANK agreed to purchase $2.4
billion of the failed bank's assets. The FDIC retained the
remaining assets for later disposition.

The FDIC and IBERIABANK entered into a loss-share transaction on
approximately $1.9 billion of Orion Bank's assets. IBERIABANK will
share in the losses on the asset pools covered under the loss-
share agreement. The loss-sharing arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector. The agreement also is expected to minimize
disruptions for loan customers. For more information on loss
share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-331-6306.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/orion-fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $615 million. IBERIABANK's acquisition of all the
deposits was the "least costly" resolution for the DIF compared to
alternatives. Orion Bank is the 122nd FDIC-insured institution to
fail in the nation this year, and the eleventh in Florida. The
last FDIC-insured institution closed in the state was Century
Bank, Sarasota, FL, earlier November 13.


OSCAR ALFONSO MARTINEZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: Oscar Alfonso Martinez
               Estrellita Del Rocio Marroquin
               1006 N Ironwood Ave
               Rialto, CA 92376

Bankruptcy Case No.: 09-37306

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Nazareth V. Jansezian, Esq.
                  790 E Colorado Blvd, 9th Flr
                  Pasadena, CA 91101
                  Tel: (626) 240-0640

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,306,230,
and total debts of $1,915,999.

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


OSI RESTAURANT: Bank Debt Trades at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
79.95 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
2.18 percentage points from the previous week, The Journal
relates.  The loan matures May 9, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among the 172
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


OTTER TAIL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Otter Tail Ag Enterprises, LLC
        24096 - 170th Avenue
        Fergus Falls, MN 56537

Bankruptcy Case No.: 09-61250

Type of Business: The Company is not a small business debtor.

Chapter 11 Petition Date:
Court:
Judge: Judge Dennis D O'Brien

Debtor's Counsel: Timothy D. Moratzka, Esq.
                  Mackall Crounse & Moore
                  1400 AT&T Tower
                  901 Marquette Avenue
                  Minneapolis, MN 55402
                  Tell: (612) 305-1502
                  Fax: (612) 305-1414
                  Email: tdm@mcmlaw.com

Estimated Assets: $50,000,000 to $100,000,000

Estimated Debts: $50,000,000 to $100,000,000

Debtor's 3 Largest Unsecured Creditors:

     Entity                 Nature of Claim         Claim Amount
     ------                 ---------------         ------------
Carlton Industries, LP      Product Parts              $851.36
Attn: Accounts Receivable
P.O. Box 280
La Grange, TX 78945

Duncan Co.                  Parts                      Unknown
425 Hoover Street NE
Minneapolis, MN 55413

Hawkins Inc.                Chemicals               $28,223.28
3100 East Hennepin Avenue
Minneapolis, MN 55413

Natonwide Agribusiness      Work Comp Audit            $910.00
Processing Center
P.O. Box 10491
Des Moines, IA 50306


PACIFIC ENERGY: Court Extends Chapter 11 Plan Filing Until March 4
------------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended Pacific Energy Resources Ltd., et.
al.'s exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of that Plan until March 4, 2010, and May 4, 2010.

This is the Debtors' second request to extend their exclusivity
periods.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PACIFIC RIM: Receives NYSE Amex Non-Compliance Notice
-----------------------------------------------------
Pacific Rim Mining Corp. has received notice from the NYSE Amex
LLC that, based on their review of the Company's fiscal 2010 first
quarter results, the Company is not in compliance with Section
1003(a)(iii) of the Company Guide, having at July 31, 2009
stockholders' equity of less than $6,000,000 while sustaining
losses from continuing operations and net losses in its five most
recent fiscal years.

In order to maintain listing of the Company's common shares on the
NYSE Amex, the Company must submit a plan to the Exchange by
December 11, 2009 addressing how it intends to regain compliance
with Section 1003(a)(iii) by May 11, 2011.

The Company will submit a plan before the deadline of December 11,
2009.  If the Exchange accepts the Plan, then the Company may be
able to continue its NYSE Amex listing during the Plan period, up
to May 11, 2011, during which time the Company will be subject to
periodic review to determine whether it is making progress
consistent with the Plan.  If the Company fails to submit a Plan
acceptable to the Exchange, or even if accepted, if the Company is
not in compliance with the continued listing standards at the end
of the Plan period or the Company does not make progress
consistent with the Plan during the period, then the Exchange may
initiate delisting proceedings.

"We intend to do everything in our power to rectify our non-
compliance issue and maintain our NYSE Amex listing," Tom Shrake,
President and CEO of Pacific Rim, stated.  "Our current Exchange
non-compliance is yet another damage the Company has suffered due
to the failure of the Government of El Salvador to follow
Salvadoran law and international law.  Our U.S. subsidiary, which
holds our El Salvador assets, has filed a claim against El
Salvador under the Dominican Republic-Central America-United
States Free Trade Agreement and under El Salvador's Investment
Law, and this claim remains pending.  We continue to seek a
resolution to the El Dorado permitting impasse and have been in
regular communication with the Government of El Salvador over the
past several months.  We are hopeful that a resolution can be
reached, and Technical Secretary Alex de Segovia of the newly-
elected Funes administration has publicly stated the same.  Upon
resolution of the El Dorado permitting issue, the Company intends
to become an environmentally cutting-edge, low-cost gold producer
in El Salvador with significant exploration upside in its numerous
high-grade epithermal systems along the Central American Mineral
Belt."

The Company's common shares continue to trade on the NYSE Amex
under the symbol "PMU" but will shortly become subject to the
trading symbol extension "BC" to denote non-compliance with the
Exchange's continued listing standards.  The Company's common
shares also continue to be listed on the Toronto Stock Exchange
("TSX") in Canada under the symbol "PMU" and that listing is not
expected to be affected by the NYSE Amex notification.

                        About Pacific Rim

Canada based Pacific Rim Mining Corp. is an environmentally and
socially responsible exploration company focused exclusively on
high grade, environmentally clean gold deposits in the Americas.
Pacific Rim's primary asset and focus of its growth strategy is
the high grade, vein-hosted El Dorado gold project in El Salvador.
The Company owns several similar grassroots gold projects in El
Salvador and is actively seeking additional assets elsewhere in
the Americas that fit its project focus.  Pacific Rim's shares
trade under the symbol PMU on both the Toronto Stock Exchange and
the NYSE Amex.

Pacific Rim's U.S. and Salvadoran subsidiaries are Pac Rim Cayman
LLC, Pacific Rim El Salvador, S.A. de C.V, and Dorado
Exploraciones, S.A. de C.V.

Pac Rim Cayman LLC, a wholly-owned subsidiary of Pacific Rim
Mining Corp. in April 2009 filed international arbitration
proceedings against the Government of El Salvador under the
Central America-Dominican Republic-United States of America Free
Trade Agreement ("CAFTA").  Since 2002 PRES and then later DOREX
have been exploring, discovering and delineating gold deposits in
El Salvador.  The Company's claims under CAFTA are based on
alleged breaches of international and Salvadoran law arising out
of the Government's improper failure to finalize the permitting
process as it is required to do and to respect the Company's and
the Enterprises' legal rights to develop mining activities in El
Salvador.  The Company has retained the Washington, DC-based
international law firm of Crowell & Moring, LLP to represent it in
the arbitration.


PACIFIC COAST NAT'L: Sunwest Bank Assumes All Deposits
------------------------------------------------------
Pacific Coast National Bank, San Clemente, California, was closed
November 13 by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Sunwest Bank, Tustin,
California, to assume all of the deposits of Pacific Coast
National Bank.

The two branches of Pacific Coast National Bank will reopen on
Monday as branches of Sunwest Bank.  Depositors of Pacific Coast
National Bank will automatically become depositors of Sunwest
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship to
retain their deposit insurance coverage.  Customers should
continue to use their existing branches until Sunwest Bank can
fully integrate the deposit records of Pacific Coast National
Bank.

As of August 31, 2009, Pacific Coast National Bank had total
assets of $134.4 million and total deposits of approximately
$130.9 million. Sunwest Bank did not pay a premium to assume all
of the deposits of Pacific Coast National Bank. In addition to
assuming all of the deposits of the failed bank, Sunwest Bank
agreed to purchase essentially all of the assets.

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-800-913-3067. The phone number will be
operational this evening until 9:00 p.m., Pacific Standard Time
(PST); on Saturday from 9:00 a.m. to 6:00 p.m., PST; on Sunday
from noon to 6:00 p.m., PST; and thereafter from 8:00 a.m. to 8:00
p.m., PST. Interested parties can also visit the FDIC's Web site
at
http://www.fdic.gov/bank/individual/failed/pacificcoastnatl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $27.4 million. Sunwest Bank's acquisition of all the
deposits was the "least costly" resolution for the DIF compared to
alternatives. Pacific Coast National Bank is the 123rd FDIC-
insured institution to fail in the nation this year, and the
fifteenth in California. The last FDIC-insured institution closed
in the state was United Commercial Bank, San Francisco, on
November 6, 2009.


PANOLAM HOLDINGS: Gets 60-Day Extension to File Schedules
---------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has granted the request of Panolam Holdings
Co., et al., to extend the deadline for filing their schedules of
assets and liabilities and statements of financial affairs by 60
days until February 2, 2010.

The Debtors were required to file the schedules within 15 days
after the Debtors' bankruptcy filing (Commencement Date).  The
Debtors said that their total number of creditors exceeds 200 and
therefore the Debtors must file their schedules within 30 days of
the Commencement Date.  The Debtors had sought to further extend
the 30-day period to 90 days from the Commencement Date.

The Debtors said that to prepare the schedules, the Debtors would
have to compile information from books, records, and documents
relating to the claims of over 11,000 potential creditors, as well
as the Debtors' many assets and contracts.  The Debtors said that
the information is voluminous and assembling the necessary
information would require a significant expenditure of time and
effort from the Debtors and their employees in the near term, when
these resources would be best put towards effectuating the
Debtors' reorganization efforts.

According to the Debtors, much of the information to be contained
in the schedules is already available in the Disclosure Statement
and filings that the Debtors have made with the U.S. Securities
and Exchange Commission.  The Debtors said that to require them to
file the schedules would be unnecessarily burdensome to the
Debtors' estates, and would also be largely duplicative of the
information already available in public documents.

The Court ruled that in the event that the effective date of the
Debtors' prepackaged Chapter 11 reorganization plan occurs before
the filing deadline, the requirement that the Debtors file their
schedules and statements will be waived.

Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry.  The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), and Pluswood(R) brand names,
are used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.
The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


PANOLAM HOLDINGS: Can Hire Epiq Bankruptcy as Claims Agent
----------------------------------------------------------
Panolam Holdings Co., et al., sought and obtained permission from
the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.

The Debtors estimated that there are more than 200 creditors in
their Chapter 11 cases, many of whom are expected to file proofs
of claim.  Noticing, receiving, docketing and maintaining proofs
of claim would be unduly time-consuming and burdensome for the
office of the clerk of the bankruptcy court.

Epiq, among other things, will:

     (a) notify potential creditors of the filing of the Debtors'
         Chapter 11 cases and of the setting of the first meeting
         of creditors, as well as notify parties in interest of
         requests for first day relief and the first day hearing
         agenda;

     (b) serve other motions, applications, requests for relief,
         hearing agendas, and related documents on behalf of the
         Debtors; and

     (c) prepare and maintain an official copy of the Debtors'
         schedules of assets and liabilities and their statements
         of financial affairs, listing, among other things, the
         Debtors' known creditors and the amounts owed.

The Debtors sought authority to compensate and reimburse Epiq in
accordance with the terms of the Epiq Agreement for all services
rendered and expenses incurred in connection with the Debtors'
Chapter 11 cases.  A copy of the Epiq Agreement is available for
free at PANOLAM_HOLDINGS_epiq_agreement.pdf

Daniel C. McElhinney, the Executive Director of Epiq, assures the
Court that Epiq doesn't have interests adverse to the interest of
the Debtors' estates or of any class of creditors and equity
security holders.  Mr. McElhinney maintains that Epiq is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


PANOLAM HOLDINGS: Wants Richards Layton as Co-Counsel
-----------------------------------------------------
Panolam Holdings Co. and its debtor-affiliates have sought
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Richards, Layton & Finger, P.A., as bankruptcy
co-counsel nunc prot tunc to November 4, 2009.

Richards Layton will, among other things:

     (a) take necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions on
         the Debtors' behalf, the defense of any actions the
         Debtors are involved, and the preparation of objections
         to claims filed against the Debtors' estates; and

     (b) to prepare on behalf of the Debtors the necessary
         motions, applications, answers, orders, reports, and
         papers in connection with the administration of the
         Debtors' estates.

Before filing for bankruptcy, the Debtors paid Richards Layton a
total retainer of $125,000.  The Debtors assert that these types
of retainer agreements reflect normal business terms in the
marketplace.  The Debtors propose that the retainer monies paid to
Richards Layton and not expended for prepetition services and
disbursements be treated as an evergreen retainer to be held by
Richards Layton as security throughout the Debtors' Chapter 11
cases until the law firm's fees and expenses are awarded by final
order and are then payable to the firm.

Michael J. Merchant, a director at Richards Layton, said that the
firm will be paid based on the hourly rates of its professionals:

             Professional                     Rate
             ------------                     ----
             Mark D. Collins                  $675
             Michael J. Merchant              $525
             Lee E. Kaufman                   $275
             Drew G. Sloan                    $255
             Rebecca V. Speaker               $195

Mr. Merchant assures the Court that Richards Layton doesn't have
interests adverse to the interest of the Debtors' estates or of
any class of creditors and equity security holders.  Mr. Merchant
maintains that Richards Layton is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry.  The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), and Pluswood(R) brand names,
are used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.
The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


PECANS OF QUEEN CREEK: Case Summary & 10 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: The Pecans Of Queen Creek, LLC
        1121 West Warner Road, Suite 109
        Tempe, AZ 85284

Case No.: 09-29332

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel, Ltd.
                  80 E. Columbus Ave
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  Email: michael@mcarmellaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Lee Allen Johnson, the company's
manager.

Debtor's List of 10 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Vanderbilt Farms, LLC                             $8,610,504
1121 W. Warner Rd., #109
Tempe, AZ 85284

Sonoma Farms, Inc.                                $194,562

Vistoso Partners, LLC                             $115,742

Desert Jewell Engineering                         $23,560
& Construction

Crop Production Services                          $9,125

Udall Law Firm LLP                                $5,235

Terracon                                          $4,136

Western Tree                                      $3,674

Cissell Electric Inc                              $3,114

Weber Group LC                                    $855


PETCO ANIMAL: Bank Debt Trades at 5.21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which PETCO Animal
Supplies, Inc., is a borrower traded in the secondary market at
94.79 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.50 percentage points from the previous week, The Journal
relates.  The loan matures on Sept. 26, 2013.  The Company pays
200 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
the 172 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

The Troubled Company Reporter said on June 29, 2009, that Moody's
affirmed PETCO Animal Supplies Stores, Inc.'s Corporate Family
Rating at B2; Probability of Default Rating at B2; $686 million
senior secured term loan due 2013 at B1 (LGD 3, 33%), and changed
the outlook to stable from negative.

PETCO Animal Supplies, Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets.  The company operates about 1,000
stores in all 50 U.S. states.  Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.


PREMIUM PROTEIN: Wants to Use Cash Collateral; Needs DIP Financing
------------------------------------------------------------------
Premium Protein Products, LLC, and PPP Holdings, LLC, have asked
for permission from the U.S. Bankruptcy Court for the District of
Nebraska to use the cash collateral of Wisconsin Community Bank,
Heartland Business Bank Branch through December 31, 2009.  The
Debtors also sought the Court's approval to borrow money on a
secured priority basis.

Premium Protein is a party to

     -- June 22, 2004 and August 10, 2004 promissory notes held by
        the City of Hastings, Nebraska.  To secure its obligations
        under the Hastings Notes, Premium Protein granted the City
        of Hastings a security interest in certain of Premium
        Protein's assets, which the city perfected by filing an
        appropriate financing statement in the office of the
        Secretary of State for the State of Kansas (Hastings
        Security Interest).  As of October 31, 2009, the amount
        due and owing under the Hastings Notes is $184,712.56,
        plus per diem interest accruing thereafter at a rate of
        $24.88 per day, which amount is exclusive of costs and
        attorney's fees to the city may also be entitled under the
        notes.  On October 5, 2004, the City of Hastings and
        Wisconsin Community Bank, Heartland Business Bank Branch
        (Senior Lender) entered into and executed a subordination
        agreement (Hastings Subordination Agreement) whereby the
        Hastings Security Interest was fully subordinated to
        WisBank Security Interest.

     -- a May 15, 2004 credit agreement, as amended, with Intrust
        Bank, N.A., which matured on or about April 15, 2006
        (Intrust Loan Agreement).  Intrust made a $7,500,000 loan
        to Premium Protein.  In exchange, Premium Protein granted
        Intrust a security interest in substantially all of its
        assets, which Intrust perfected by filing an appropriate
        financing statement in the office of the Secretary of
        State for the State of Kansas (Intrust Security
        Interests).  As of the Petition Date, Intrust Debt has
        been fully repaid, but pursuant to a Loan Participation
        Certificate and Agreement, dated October 5, 2004, Intrust
        purchased a 100% participation interest in the Term Note D
        (the Intrust Participation), secured by the Intrust
        Security Interests.  As of October 31, 2009, the amount
        due under the Intrust Participation is $3,098,072.31, plus
        per diem interest accruing thereafter at a rate of $754.06
        per day, an amount exclusive of costs and attorney's fees
        to which Intrust may also be entitled.

     -- an October 5, 2004 credit agreement, as amended, with the
        Senior Lender (Credit Agreement).  The Senior Lender made
        four loans to Premium Protein represented by notes dated
        October 5, 2004, more specifically identified as: (1) Term
        Note A in the original principal amount of $5,000,000; (2)
        Term Note B in the original principal amount of
        $2,800,000, which note has since been repaid in full; (3)
        Term Note C in the original principal amount of
        $4,800,000; (4) Term Note D in the original principal
        amount of $7,300,000.  Term Note A and Term Note D are
        collectively referred to as the "WisBank Notes".  As of
        October 31, 2009, the amount due and owing under the
        WisBank Notes is approximately $5,498,232.04, plus per
        diem interest accruing thereafter at a rate of $1,338.20
        per day, an amount exclusive of costs and attorney's fees
        to which the Senior Lender may be entitled.

     -- a June 1, 2007 subordinated credit agreement (Subordinated
        Loan Agreement), as amended, with MP D Cayman L.P. and MP
        PPP Cayman L.P. (the Junior Lenders), and MatlinPatterson
        Global Advisers, LLC, as Administrative Agent.  The Junior
        Lenders made an initial $7,500,000 loan to Premium Protein
        and has subsequently made additional loans to Premium
        Protein (the Junior Debt).  As of October 31, 2009, the
        amount due and owing under the Junior Debt is $32,289,500,
        plus per diem interest accruing thereafter at a rate of
        $8,750 per day, which is exclusive of costs and attorney's
        fees to which the Junior Lenders may be entitled.

To secure its obligations under the WisBank Notes, including the
Senior Debt, Premium Protein entered into and executed: (i) a
security agreement, dated October 5, 2004, under which Premium
Protein granted the Senior Lender a first priority security
interest in substantially all of Premium Protein's assets, which
the Senior Lender perfected by filing an appropriate financing
statement in the office of the Secretary of State for the State of
Kansas; (ii) a Mortgage, Security Agreement, Assignment of Leases
and Rents, and Fixture Financing Statement made and entered into
on October 5, 2004; and (iii) a Mortgage, Security Agreement,
Assignment of Leases and Rents, and Fixture Financing Statement
made and entered into on October 5, 2004.

On October 5, 2004, the Senior Lender and Intrust executed an
Intercreditor Agreement under which any perfected security
interest of Intrust, whether then existing or thereafter arising
in Premium Protein's inventory, accounts, chattel paper,
documents, instruments, depository accounts and general
intangibles, together with all products and proceeds, will have
priority over any security interest of the Senior Lender,
including the WisBank Security Interest.  The agreement also
provided that any then existing or thereafter arising security
interest of the Senior Lender in Premium Protein's machinery and
equipment, together with all products and proceeds, will have
priority over any then existing or thereafter arising security
interest of Intrust.

To secure its obligations under the Subordinated Loan Agreement,
Premium Protein entered into and executed: (i) a security
agreement (MP Security Agreement) dated June 1, 2007, under which
Premium Protein granted the Junior Lenders a security interest in
substantially all Premium Protein's assets, which the Junior
Lenders perfected by filing an appropriate financing statement in
the office of the Secretary of State for the State of Kansas;
(ii) a Deed of Trust, Security Agreement, Assignment of Leases and
Rents and Fixture Finance Statement dated June 1, 2007; and (iii)
a Deed of Trust, Security Agreement, Assignment of Leases and
Rents and Fixture Finance Statement date June 1, 2007.

On June 1, 2007, Senior Lender, Junior Lenders, Premium Protein,
and other third parties entered into and executed a subordination
agreement.  Under the Subordination Agreement, as amended, the
Junior Lenders' secured position is subordinate to the Senior
Lender and the payment of the Junior Debt by Premium Protein and
other third parties is subordinated to the prior payment in full
of all the Senior Debt and to the extent and in the manner
provided in the Subordination Agreement.

PPP Holdings, Premium Protein, Senior Lender, Junior Lenders are
party to Co-Borrower Assumption Agreement dated November 17, 2006,
whereby PPP Holdings became a co-borrower under the Credit
Agreement between Premium Protein and the Senior Lender including
the Senior Debt.  To secure its obligations, PPP Holdings granted
the Senior Lender a security interest in substantially all of its
assets, which the Senior Lender perfected by filing an appropriate
financing statement in the office of the Secretary of State for
the State of Delaware.  PPP Holdings also granted the Junior
Lenders a security interest in substantially all of its assets to
further secure Premium Protein's obligations under the
Subordinated Loan Agreement, including the Junior Debt, which the
Junior Lenders perfected by filing an appropriate financing
statement in the office of the Secretary of State.

The Debtors say that they have no cash at this time.  According to
the Debtors, they need to use their Cash Collateral to protect the
facilities and their other assets, to pay vendors, suppliers, and
contractors for supplies and services, and to operate their
businesses.  Cash Collateral alone won't be sufficient to fund the
Debtors' operations and to preserve their businesses.  The Senior
Lender is willing to provide post-petition financing to the
Debtors in the amount of up to $300,000 (DIP Financing), but only
on the terms and conditions under the Debtor-In Possession Loan
and Security Agreement, a copy of which is available for free at:

     http://bankrupt.com/misc/PREMIUM_PROTEIN_dip_pact1.pdf
     http://bankrupt.com/misc/PREMIUM_PROTEIN_dip_pact2.pdf

The $230,000 projected reduced expenses of Debtors, through
December 31, 2009, necessary for the operation of the Debtors'
businesses are detailed on the budget, a copy of which is
available for free at:

        http://bankrupt.com/misc/PREMIUM_PROTEIN_budget.pdf

The Debtors are seeking to waive the Interim Rule 6003, which
provides that the Court may not grant certain relief within 20
days of the Petition Date.  The Debtors are asking that their
requests for access to Cash Collateral be immediately granted to
avoid immediate and irreparable harm to the Debtors, their estate,
and the creditors.  The Debtors also asked the Court to shorten
time limits and to provide for expedited hearing.  The Debtors
asked that the Court shorten the objection deadline to five days.

The Court has set a hearing for November 18, 2009, at 9:00 a.m.
The objections and evidence deadline is November 17, 2009.

Lincoln, Nebraska-based Premium Protein Products, LLC, filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PREMIUM PROTEIN: Gets 30-Day Deadline to Files Schedules
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska has given
Premium Protein Products, LLC, 30 additional days to file its
schedules and statement of financial affairs.  The Debtor says
that they need adequate time to assemble and accurately detail all
of its assets and liabilities, and prepare the Debtor's statement
of financial affairs.  The deadline for the filing of the
schedules was initially on November 25.

Lincoln, Nebraska-based Premium Protein Products, LLC, filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PREMIUM PROTEIN: List of 20 Largest Unsecured Creditors
-------------------------------------------------------
Premium Protein Products, LLC, filed with the U.S. Bankruptcy
Court for the District of Nebraska a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/neb9-43291.pdf

Lincoln, Nebraska-based Premium Protein Products, LLC, filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PREMIUM PROTEIN: Sec. 341 Meeting Set for December 11
-----------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of Premium
Protein Products, LLC's creditors on December 11, 2009, at
11:00 a.m. at Lincoln's 341 Meeting Room.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Lincoln, Nebraska-based Premium Protein Products, LLC, filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PRESIDENT CASINOS: Published Bar Date Notice Inadequate
-------------------------------------------------------
WestLaw reports that the publication of notice of a Chapter 11
debtor's bankruptcy case and of the administrative claims bar date
in two newspapers which a claimant might or might not have read
did not give the claimant adequate notice of the need to file her
claim for alleged employment discrimination by the debtor where
the claimant, who lacked knowledge of the debtor's bankruptcy
filing, was not shown to have been unknown to the debtor or unable
to be reached by other means.  Therefore, the claim was timely
filed even though it was filed after the bar date.  In re
President Casinos, Inc., --- B.R. ----, 2009 WL 3492764 (Bankr.
E.D. Mo.) (Surratt, States, J.).

                  About President Casinos

Headquartered in St. Louis, Mo., President Casinos Inc. --
http://www.presidentcasino.com/-- does not have significant
operations.  Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.
President Casinos filed for chapter 11 protection on June 20, 2002
(Bankr. S.D. Miss. Case No. 02-53055).  On July 11, 2002,
substantially all of the Debtor's operating subsidiaries filed
for Chapter 11 protection in the same Court.  The Honorable Judge
Edward Gaines ordered the transfer of President Casino's chapter
11 cases from Mississippi to Missouri.  The case was reopened on
Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005).

On May 26, 2006, the Missouri Court authorized the sale of the
common stock in President Riverboat Casino-Missouri, Inc., to
Pinnacle Entertainment, Inc., pursuant to a Riverboat Sale and
Purchase Agreement dated February 24, 2006.  Under the Purchase
Agreement, the sale was conditioned upon confirmation of a plan
of reorganization for PRC-MO. A plan of reorganization for PRC-MO
was confirmed on December 4, 2006, with an effective date of
December 20, 2006.

Brian Wade Hockett, Esq., at Hockett Thompson Coburn LLP,
represents the Debtors.  David A. Warfield, Esq., at Blackwell
Sanders Peper Martin LLP, represents the Official Committee of
Unsecured Creditors.  Thomas E. Patterson, Esq., and Ronn S.
Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represent the Official Committee of
Equity Security Holders.

The Company's business activities currently consist of
managing its existing litigation matters, discharging its
liabilities and administering the bankruptcy reorganization plans
of its former Biloxi and St. Louis operations.


PRIVE VEGAS: File for Chapter 11 Bankruptcy in Florida
------------------------------------------------------
Prive Vegas LLC and PVPH LLC have filed for bankruptcy protection
in Florida, saying they want to keep the Prive and Living Room
nightclubs open at the Planet Hollywood casino-resort, the
Associated Press reports.

AP, citing papers filed with the Court, said that the companies
have less than $50,000 in assets, and between $1 million and
$10 million in liabilities.

A judge approved a request sought by the companies letting the
club employees receive pay and benefits, AP notes.

Prive Vegas LLC and PVPH LLC owns a nightclub.


REALOGY CORP: Posts $215 Mil. Net Loss for 9 Mos. Ended Sept. 30
----------------------------------------------------------------
Realogy Corporation reported net income of $59 million for the
three months ended September 30, 2009, from a net loss of
$49 million for the same period a year ago.  The Company posted a
net loss of $215 million for the nine months ended September 30,
2009, from a net loss of $209 million for the same period a year
ago.

Net revenues were $1.169 billion for the three months ended
September 30, 2009, from $1.341 million for the same period a year
ago.  Net revenues were $2.884 billion for the nine months ended
September 30, 2009, from $3.780 billion for the same period a year
ago.

At September 30, 2009, the Company had total assets of
$8.067 billion against total liabilities of $9.011 billion,
resulting in $944 million in stockholders' deficit.  The
September 30 balance sheet showed strained liquidity: The Company
had $863 million in total current assets against $1.562 billion in
total current liabilities.

As of September 30, 2009, Realogy had access to $736 million of
its $750 million revolving credit facility.  The Company also had
$161 million of readily available cash, which is included in cash
and cash equivalents of $192 million.

"The momentum that both Realogy and the real estate industry
experienced during the third quarter was favorably impacted by the
first-time homebuyer tax credit along with the seasonal strength
of the third quarter," said Realogy President & CEO Richard A.
Smith.  "The tax credit has made a demonstrable impact on the
housing market and the overall economy, which is why we commend
Congress and the Administration for acting swiftly to extend and
expand the tax credit through the first half of 2010. Stimulating
the move-up or repeat-buyer market should maintain momentum in the
fragile housing market and accelerate a broader economic
recovery."

In the third quarter, Realogy's core business drivers showed
slight year-over-year improvement in home sales transactions but
this was more than offset by continuing moderation in average
sales price.  On a year-over-year basis, the Realogy Franchise
Group (RFG) and NRT, the Company's owned brokerage unit, saw
transaction sides flat and increase 1 percent, respectively.
RFG's average home sales price decreased 10 percent for the
quarter while NRT's average sales price declined 14 percent.
Particularly for NRT, the decrease in average sales price was
driven by a continued shift in the mix of business away from
higher priced homes.

"We achieved a $9 million year-over-year increase in EBITDA before
restructuring and other items as lower commissions and the
realization of cost reduction initiatives more than offset
quarterly revenue declines," said Chief Financial Officer Anthony
E. Hull. "We expect that the strength of our business model and
management's focus on maintaining the efficiencies executed within
our businesses will continue to positively impact results for the
foreseeable future."

As of September 30, 2009, the Company's senior secured leverage
ratio was 4.94 to 1, which was in compliance with its Credit
Agreement.  The senior secured leverage ratio is determined by
taking Realogy's senior secured net debt of $2.9 billion at
September 30, 2009, and dividing it by the Company's Adjusted
EBITDA of $597 million for the 12 months ended September 30, 2009.

The Company completed a $650 million second lien debt offering.
The Company received $515 million of proceeds on September 29 and
the remaining $135 million on October 9.  These proceeds were used
to reduce total senior secured net debt as defined under the
Company's covenant calculation by roughly $490 million, and the
Company utilized $150 million to facilitate a debt exchange, which
reduced its unsecured debt level by roughly $221 million or 7
percent.  The exchange resulted in a gain on debt extinguishment
of $75 million and reduced its 2012 Applicable High Yield Discount
Obligation (AHYDO) by roughly $70 million, or 34 percent.  The
second lien financing also allowed the Company to push the
maturity on roughly 10 percent of its total debt from 2013 to
2017.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4956

A full-text copy of the Company's earnings report is available at
no charge at http://ResearchArchives.com/t/s?4957

                     About Realogy Corporation

Realogy Corporation has a diversified business model that includes
real estate franchising, brokerage, relocation and title services.
Realogy's brands and business units include Better Homes and
Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R),
Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R),
Sotheby's International Realty(R), NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
roughly 14,500 offices and 268,000 sales associates doing business
in 93 countries and territories around the world. Headquartered in
Parsippany, N.J., Realogy -- http://www.realogy.com/-- is owned
by affiliates of Apollo Management, L.P., a private equity and
capital markets investor.


REGAL ENTERTAINMENT: Posts $1.9 Mil. Net Loss for Oct. 1 Quarter
----------------------------------------------------------------
Regal Entertainment Group reported a net loss of $1.9 million
for the quarter ended October 1, 2009, from net income of
$31.0 million for the quarter ended September 25, 2008.  REG
reported net income of $59.8 million for the three quarters ended
October 1, 2009, from net income of $82.7 million for the three
quarters ended September 25, 2008.

Total Revenues were $673.5 million for the quarter ended
October 1, 2009, from $757.6 million for the quarter ended
September 25, 2008.  Total Revenues were $2.128 billion for the
three quarters ended October 1, 2009, from $2.060 billion for the
three quarters ended September 25, 2008.

As of October 1, 2009, the Company had total assets $2.512 billion
against total liabilities of $2.771 billion.  As of October 1,
2009, the Company had stockholders' deficit attributable to REG of
$257.9 million.

"We are pleased with the strong year-to-date box office results,
the success of films released in the premium-priced 3-D and IMAX
formats, and the increase in our year-to-date free cash flow,"
stated Amy Miles, CEO of Regal Entertainment Group.  "We are also
encouraged by the early fourth quarter box office results and the
outlook for the remainder of the year," Ms. Miles continued.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?495a

A full-text copy of the Company's earnings report is available at
no charge at http://ResearchArchives.com/t/s?4959

                  About Regal Entertainment Group

Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009.  REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.

REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location.  REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.

REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


REGAL ENTERTAINMENT: Regal Cinemas' Exchange Bid Expires Dec. 1
---------------------------------------------------------------
Regal Cinemas Corporation's offer to exchange all of its
outstanding unregistered $400,000,000 8.625% senior notes due
2019, for registered $400,000,000 8.625% senior notes due 2019,
will expire at 5:00 p.m., New York City time, on December 1, 2009,
unless extended.

Upon expiration of the exchange offer, all outstanding notes that
are validly tendered and not withdrawn will be exchanged for an
equal principal amount of exchange notes.

The exchange offer is not subject to any minimum tender condition,
but is subject to customary conditions.

The exchange of the exchange notes for outstanding notes will not
be a taxable exchange for U.S. Federal income tax purposes.

The terms of the exchange notes and the guarantees thereof are
substantially identical to the terms of the outstanding notes and
the guarantees thereof, except that the transfer restrictions,
registration rights and additional interest provisions relating to
the outstanding notes will not apply to the exchange notes.

The exchange notes will be fully and unconditionally guaranteed on
a joint and several senior unsecured basis by Regal Cinemas'
indirect parent, Regal Entertainment Group, and by all of Regal
Cinemas' existing and future domestic restricted subsidiaries that
guarantee its other indebtedness.

There is no existing public market for the outstanding notes or
the exchange notes.  Regal Cinemas does not intend to list the
exchange notes on any securities exchange or quotation system.

The Company will not receive any proceeds from the exchange offer.
Any outstanding notes that are properly tendered and exchanged
pursuant to the exchange offer will be retired and cancelled.
Accordingly, the issuance of the exchange notes will not result in
any change in the Company's indebtedness.

Hogan & Hartson LLP advises Regal Cinemas on the matter.

A full-text copy of Regal Cinemas' prospectus is available at no
charge at http://ResearchArchives.com/t/s?4958

                        About Regal Cinemas

Regal Cinemas Corporation is an intermediate holding company and
is the wholly owned subsidiary of Regal Entertainment Holdings,
Inc., which is the wholly owned subsidiary of Regal Entertainment
Group.  Regal Cinemas' wholly owned subsidiaries, which include
Regal Cinemas, Inc., Edwards Theatres, Inc., Hoyts Cinemas
Corporation, and United Artists Theatre Company, hold
substantially all of REG's theatre assets.  Only one theatre
containing 14 screens is held outside of Regal Cinemas and its
consolidated subsidiaries.

                  About Regal Entertainment Group

Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009.  REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.

REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location.  REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.

REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


RICHARD DAN EDWARDS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Joint Debtors: Richard Dan Edwards
                 aka Danny Edwards
               Dee Ann Edwards
                 aka DeeAnn von Lintel
               11129 E. Betony Drive
               Scottsdale, AZ 85255

Bankruptcy Case No.: 09-29180

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Randy Nussbaum, Esq.
                  Nussbaum & Gillis, P.C.
                  14500 N. Northsight Blvd. - #116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  Email: rnussbaum@nussbaumgillis.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


RICHARD WALDRON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Richard C. Waldron
               Marianne B. Waldron
                 aka Mary Braunagel Waldron
               112 Forest Avenue
               Monroe, NY 10950

Bankruptcy Case No.: 09-38171

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Debtor's Counsel: Andrea B. Malin, Esq.
                  Genova & Malin, Esq.
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,882,550,
and total debts of $5,879,199.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nysb09-38171.pdf

The petition was signed by the Joint Debtors.


RITE AID: Bank Debt Trades at 15% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 85.05
cents-on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.54
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's assigned a Caa2 rating to Rite Aid Corporation's proposed
$250 million senior secured second lien notes due 2019.  All other
ratings including the company's Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook remains
stable.

Standard & Poor's Ratings Services said that it assigned its 'B-'
issue rating and '3' recovery to Rite Aid's proposed $250 million
senior secured second lien note due 2019.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P also affirmed the issue
rating on the company's tranche 4 term loan due 2015 based on the
proposed $125 million add-on to this facility.  The recovery
rating on term loan tranche 4 remains at '1', indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  Concurrently, S&P affirmed the 'B-' corporate
credit rating, and the outlook is stable.  Proceeds from the add-
on to the tranche 4 term loan and second lien notes will be used
to repay and cancel borrowings under the company's accounts
receivable securitization facilities due Sept 2010.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.


RITZ CAMERA: Wants to Auction Michigan Property on November 17
--------------------------------------------------------------
Ritz Camera Centers, Inc., nka RCC Liquidating Corp., asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to:

   -- sell the real property located in Ann Arbor, Michigan free
      and clear of liens, claims, encumbrances and other
      interests, pursuant to Section 363 of the Bankruptcy Code;
      and

   -- enter into a purchase agreement with FKH Associates, LLC,
      the stalking horse bidder.

Pursuant to the agreement, the Debtor will transfer the property
to the stalking horse bidder for $1,105,000.

The Debtor proposes this timeline to effectuate the sale
transaction:

Bidding Procedures Objection Deadline November 4 at 4:00 p.m.
Bidding Procedures Hearing            November 5
Bid Deadline                          November 16 at 4:00 p.m.
Auction                               November 17 at 10:00 a.m.
Sale Objection Deadline               November 19 at 4:00 p.m.
Sale Hearing                          November 23 at 11:30 a.m.

The auction will held at the offices of Cole, Schotz, Meisel,
Forman & Leonard, P.A., 1000 N. West Street, Suite 1200,
Wilmington, Delaware.

The Debtor also proposes to pay the break-up fee to the stalking
horse bidder.

                         About Ritz Camera

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A., is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of
$172.1 million.


ROCK-TENN CO: S&P Puts 'BB+' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' corporate credit rating, on Norcross, Georgia-based
Rock-Tenn Co. on CreditWatch with positive implications.

"The CreditWatch placement reflects S&P's view that Rock-Tenn's
financial profile may be more consistent with an investment-grade
rating because of its improved profitability and significantly
lower debt burden," said Standard & Poor's credit analyst Andy
Sookram.  The company's operating margins, before depreciation and
amortization, have improved in the last several quarters, to 19%
for the 12 months ended Sept. 30, 2009, from 13% the same period a
year ago.  This was due to a better cost position as the company
focuses on efficiencies, substantially lower raw material and
energy costs, and benefits from the acquisition of the highly-
profitable Southern Container Corp., despite somewhat lower
volumes for corrugated and paperboard products.  Demand for Rock-
Tenn's more recession-resistant packaging products has held up
better than S&P had expected during the current economic
recession.  As a result of the improved earnings combined with the
Southern Container acquisition, free cash flow increased to about
$300 million for the 12 months ended Sept. 30, 2009, from nearly
$150 million a year ago.  The company used this primarily for debt
reduction.  Total adjusted debt declined to about $1.4 billion at
Sept. 30, 2009, from $1.8 billion a year ago, and debt to EBITDA
strengthened to 2.6x from the acquisition-related pro forma level
of around 3.6x.

Rock-Tenn is one of the leading manufacturers of paperboard,
containerboard and consumer and corrugated packaging in North
America.

In resolving S&P's CreditWatch listing, S&P will focus on the
sustainability of Rock-Tenn's financial performance over the
intermediate term as well as its financial policies, growth
objectives, and plans for shareholder returns.  If S&P determine
that a ratings upgrade is warranted, S&P believes it would be
limited to one notch.  If S&P upgrades Rock-Tenn's corporate
credit rating, S&P will review the issue-level ratings in
accordance with the applicable notching methodology under S&P's
corporate ratings criteria for investment-grade companies.


RYLAND GROUP: Moody's Affirms Corporate Family Rating at 'Ba3'
--------------------------------------------------------------
Moody's affirmed the ratings of The Ryland Group, Inc., including
its corporate family rating of Ba3, its probability of default
rating of Ba3, its senior unsecured notes rating of Ba3, and its
speculative grade liquidity rating of SGL-2.  At the same time,
Moody's revised the company's outlook to stable from negative.

The outlook revision to stable reflects Moody's expectation that
Ryland's liquidity position will remain reasonably strong over the
next 12 to 24 months, which should enable the company to navigate
the next couple of potentially difficult years for the industry
despite Moody's projections of negative cash flow and continued
(albeit greatly reduced) pre-impairment operating losses.  The
outlook also considers Moody's belief that Ryland will maintain
capital structure discipline as conditions stabilize and the
company pursues potential growth opportunities.

The Ba3 corporate family rating balances the company's relatively
large cash position and track record of large positive cash
generation against Moody's expectation that Ryland's ability to
generate continuing robust cash flow may be coming to an end.  In
addition, the ratings reflect the company's ongoing operating
losses which Moody's expect to continue into 2010, its small size
relative to its peer group, and the cyclicality of the
homebuilding industry.

At the same time, while Moody's expects Ryland to generate
negative cash flow in 2010 and 2011, Moody's believes this is
offset by a gradually improving operating environment that should
allow the company to narrow its pre-impairment operating losses.
Going forward, the company should ultimately begin to generate
cash flow from earnings rather than from inventory liquidation.
In addition, the ratings acknowledge that Ryland's strong
liquidity position allows it the flexibility to begin investing
cash back into the business and to focus on margin improvement.
Also, the ratings reflect the company's highly disciplined growth
strategy, which avoids acquisitions; its conservative land policy
that typically limits speculative building to less than 20% of
inventory and strives to maintain a 2-3 year supply of lots,
thereby precluding its having to take large impairment charges;
and tight cost controls which help contain margin erosion in
periods of rapid revenue decline.

Going forward, the outlook and/or ratings could improve if the
company were to maintain its strong liquidity position, reduce
costs sufficiently to restore homebuilding profitability before
charges, and make it through 2010 without substantial additional
impairment charges, which could enable the company to stabilize,
and potentially improve, its debt leverage.

The outlook and/or ratings could be lowered if the company was to
jeopardize its liquidity position by engaging in large land
purchases or substantial share buy-backs, experience a material
erosion in pre-impairment operating performance, or reverse its
recent trend of booking fewer and smaller impairment charges.

These rating actions were taken:

  -- Corporate family rating affirmed at Ba3;
  -- Probability of default rating affirmed at Ba3;
  -- Senior unsecured notes rating affirmed at Ba3 (LGD4, 54%);
  -- Speculative grade liquidity rating affirmed at SGL-2;
  -- Outlook revised to stable from negative.

The Ryland Group's homebuilding debt is guaranteed by all of its
100%-owned homebuilding operating subsidiaries.

Moody's last rating action for Ryland occurred on April 30, 2009,
at which time Moody's assigned a Ba3 rating to the company's
$230 million senior unsecured note offering and upgraded its SGL
rating to SGL-2 from SGL-3.

Founded in 1967 and headquartered in Calabasas, CA, The Ryland
Group, Inc., is a mid-sized homebuilder with homebuilding revenues
and net income for the trailing 12 months ended September 30,
2009, of $1.35 billion and ($261) million, respectively.


SEA LAUNCH: Expects Boeing Not to Commit More Funding
-----------------------------------------------------
San Francisco Chronicle relates that Sea Launch Co. does not
expect Boeing Co., who owns 40% of the company, to commit any more
capital but says Boeing is likely to continue as a supplier.

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.


SHERWOOD/CLAY-AUSTIN: Wants Interim Use of Cash Collateral
----------------------------------------------------------
Sherwood/Clay-Austin Lights LLC has sought permission from the
U.S. Bankruptcy Court for the Middle District of Louisiana to use
cash collateral on an interim basis.

The Debtor will use Cash Collateral to meet necessary expenses
incurred in the ordinary course of its business, including payroll
and the costs associated with these proceedings.  Without such use
of Cash Collateral, the Debtor will have to cease operations as it
won't be able to pay its employees and other direct operating
expenses.  The Debtor also cannot commence its restructuring
efforts.

The Debtor owns the apartment complex known as The Heritage at
Hillcrest (the Property), which was originally purchased in
February 2001 as a value-add play.  In early 2007, the Debtor
began a complete overhaul of the Property and stripped the
individual buildings to their studs.  The interior and exterior of
the units have been completely renovated and the roofs have been
converted from flat to pitch.  To date, the Debtor has infused the
property with $11,500,000 of capital improvements.  The
outstanding indebtedness to Legg Mason Real Estate Capital II, a
Delaware Corporation on the project is $17,618,692.46.  Legg Mason
possesses a valid and perfected security interest in the
Debtor's cash collateral.  The rental proceeds received by the
Debtor constitute the cash collateral of Legg Mason.

The Debtor wants to grant adequate protection liens to Legg Mason.
The Debtor proposes to grant Legg Mason a replacement lien on
post-petition assets, having the same respective priority as its
prepetition liens.  The Debtor wants Legg Mason to be granted,
effective immediately, replacement security interests in and liens
on all post-petition assets of the Debtor and its estate.  The
Debtor asserts that all Cash Collateral now existing and hereafter
acquired will be deposited and maintained by the Debtor in certain
bank accounts, pending disbursement in the ordinary course of
business of the Debtor consistent with the provisions of this
Proposed Interim Order and the Budget.  Legg Mason will have a
first-priority security interest in and lien on the Post-Petition
Collateral and in the Accounts and all funds therein to secure
payment of all Post-Petition Obligations.

The Debtor says that payment of the ordinary course operating
expenses will let the Debtor adequately protect Legg Mason and
continue operations.  The Debtor says that as of the Petition
Date, it had cash on hand.  The Debtor assures that Petition Date
Cash Collateral, in addition to future receipts from continued
operations, is sufficient to fund the Debtor's continued
operations during the period set forth in the budget, a copy of
which is available for free at:

        http://bankrupt.com/misc/SHERWOOD_budget.pdf

The Debtor asks that the Court set a date for the Final Hearing
that is no later than 30 days from the Petition Date.

Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed
for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr.
M.D. La. Case No. 09-11725).  Douglas S. Draper, Esq., who has an
office in New Orleans, Louisiana, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SILICON GRAPHICS: Plan of Reorganization Wins Court Approval
------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for Southern
District of New York confirmed the Plan of Reorganization filed by
Graphics Properties Holdings, Inc., fka Silicon Graphics, Inc.,
and its debtor-affiliates.

The Court also ordered that the confirmation order is and will be
deemed to be a separate Confirmation Order with respect to each
Debtor in each Debtor's separate Chapter 11 Case.

As reported in the Troubled Company Reporter on Sept. 21, 2009,
the Court approved a disclosure statement explaining a joint
Chapter 11 plan of reorganization, which creates a liquidating
trust under which 75% of the trust goes to the lenders and the
remaining 25% goes to the prior claim holders, filed by the
Debtors dated Aug. 18, 2009.

The Debtors filed with the Court an amended disclosure statement
describing a modified first amended plan of reorganization.

A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?4506

A full-text copy of the amended plan is available for free at:

              http://ResearchArchives.com/t/s?4507

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on September 19, 2006.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.

On June 4, 2009, the Company amended its Amended and Restated
Certificate of Incorporation pursuant to the Certificate of
Amendment of Amended and Restated Certificate of Incorporation of
Silicon Graphics, Inc., to change its name to Graphics Properties
Holdings, Inc.


SIX FLAGS: Files Second Amended Plan & Disc. Statement
------------------------------------------------------
Six Flags Inc. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a second amended
plan of reorganization and accompanying disclosure statement on
November 7, 2009.

In broad terms, the Second Amended Plan, compared to the First
Amended Plan, now envisions new debt financing and a rights
offering that will repay the existing secured debt in full, while
allowing enhanced recoveries for senior unsecured noteholders at
both the SFI and Six Flags Operations, Inc. levels.  In this
general sense, the Second Amended Plan incorporates the central
features of an alternative plan put forward by an informal
committee of holders of 2016 Notes.  The Informal Committee has
indicated it will support the Plan subject to the satisfaction of
certain terms and conditions.

Moreover, the Plan has several significant additional strengths
in comparison to the Original Plan, including:

  * The Plan is based on fully-committed financing on favorable
    terms from major financial institutions.

  * The Plan includes the issuance of additional equity pursuant
    to a rights offering supported by a fully committed backstop
    at a level sufficient to ensure post-reorganization
    operational success and liquidity.

  * The Plan provides committed additional future financing from
    Historic TW, Inc., and Warner Bros. Entertainment Inc. --
    Time Warner -- that helps mitigate the substantial
    uncertainties posed by "put" obligations related to Six
    Flags Over Georgia and Six Flags Over Texas -- the
    Partnership Parks.

  * The Plan is based on a business plan and financial
    projections that continue the successful operational
    strategies adopted and implemented by current management.

  * A steering committee of holders of Prepetition Credit
    Agreement Claims has indicated that it will support the
    Plan.

  * Time Warner, a creditor holding Allowed Claims against the
    Debtors, has indicated that it will support the Plan.

Under the Second Amended Plan, the holders of Prepetition Credit
Agreement Claims against SFO and certain of its wholly-owned
domestic subsidiaries will be paid in full, in Cash, from the
proceeds of (i) the Exit Term Loan in the principal amount of
$650 million, and (ii) a $450 million rights offering based on a
$1.335 billion total enterprise value of Six Flags to the holders
of Allowed Unsecured Claims against SFO, which includes SFO Note
Claims, who are "accredited investors" as defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended,
that vote to accept the Plan.

However, if the net proceeds from the Offering are less than
$450 million, the Backstop Purchasers, pursuant to the terms and
subject to the conditions of the Backstop Commitment Agreement,
will subscribe for any amount of New Common Stock not purchased
pursuant to the Offering.  All other secured Claims against the
Debtors that are Allowed, if any, will either be paid in full or
reinstated, in the Debtors' discretion, with the consent of the
Majority Backstop Purchasers, which consent will not be
unreasonably withheld.  Allowed Unsecured Claims against all of
the Debtors other than SFI and SFO will be paid in full or be
reinstated but solely to the extent those Claims are Allowed.

Claims against SFTP, SFO, and SFI based on guaranty of the
obligations of non-debtors SFOG Acquisition A, Inc., SFOG
Acquisition B, L.L.C., SFOT Acquisition I, Inc. and SFOT
Acquisition II, Inc. --the Acquisition Parties -- and the general
partners of the Partnership Parks and, in the case of Six Flags
Theme Parks, Inc., and SFO, the entities that are the limited
partners in the Partnership Parks will be affirmed and continued
by Reorganized SFTP, Reorganized SFO and Reorganized SFI,
respectively.

The holders of Allowed Unsecured Claims against SFO will convert
their Claims against SFO into approximately 22.89% of the New
Common Stock to be issued by Reorganized SFI.  The holders of
Allowed Unsecured Claims against SFI will convert their claims
against SFI into approximately 7.34% of the New Common Stock to
be issued by Reorganized SFI, subject to dilution by the Long-
Term Incentive Plan.

Additionally, each Accepting SFO Noteholder will have the limited
right to participate in the Offering to purchase its Limited
Offering Pro Rata Share of up to $450 million of New Common
Stock, representing approximately 69.77% of the New Common Stock,
including New Common Stock to be acquired by the Backstop
Purchasers in the Offering, subject to dilution by the Long-Term
Incentive Plan, to be issued by Reorganized SFI.

The net affect of the Offering, (i) assuming the Offering is
fully subscribed for by Eligible Holders, and (ii) as a result of
the application of each Eligible Holder's Limited Offering Pro
Rata Share, all Eligible Holders, including Backstop Purchasers
solely in their capacity as Eligible Holders, would acquire
approximately 25% of the New Common Stock issued in the Offering,
or approximately 5%, excluding purchases by Backstop Purchasers
that are Eligible Holders, and the Backstop Purchasers would
acquire approximately 75% of the New Common Stock, or
approximately 95%, including purchases affected by Backstop
Purchasers in their capacity as Eligible Holders.

All existing equity interests in SFI will be cancelled under the
Plan.  All existing equity interests in SFI's direct subsidiary
SFO will be cancelled, and 100% of the newly-issued common stock
of SFO will be issued to SFI on the Effective Date in
consideration for SFI's distribution of the New Common Stock in
Reorganized SFI to certain holders of Allowed Claims.  The Pre-
confirmation Subsidiary Equity Interests will remain unaltered by
the Plan.

Based on the Debtors' estimate of the Allowed Claims as of an
assumed Effective Date of the Plan of December 31, 2009, in these
Reorganization Cases and the estimated range of reorganization
value, the Plan provides for a recovery of:

  -- 100% to holders of SFTP Prepetition Credit Agreement
     Claims,

  -- 100% for the holders of all Other Secured Claims,

  -- 100% recovery for the holders of Unsecured Claims against
     all Debtors other than SFO and SFI,

  -- 31.2% to 47.1% to holders of SFO Unsecured Claims,

  -- 3.2% to 4.8% to holders of SFI Unsecured Claims, and

  -- no recovery for holders of Funtime, Inc. Claims,
     Subordinated Securities Claims and Preconfirmation Equity
     Interests in SFI.

These projections, according to Paul Harner, Esq., at Paul,
Hastings, Janofksy & Walker LLP, in Chicago, Illinois, are based
on several assumptions and are not guaranteed.

                        Exit Facility

The Exit Facility will consist of an $800,000,000 senior secured
credit facility comprised of a $150,000,000 revolving loan
facility and a $650,000,000 term loan facility.  The maturity
date of the revolver will be five years from the closing date and
the term loan will be due and payable six years from the closing
date, and in each case will be subject to market "flex"
provisions.  The Exit Facility Loans will be guaranteed by SFI,
SFO and each of the current and future direct and indirect
domestic subsidiaries of SFTP.  The proceeds of the term loan,
together with the net proceeds from the Offering, will be used to
repay the outstanding amounts, in whole or in part, owed under
the Prepetition Credit Agreement.  The revolver will be used to
meet working capital and other corporate needs of the Debtors,
thereby facilitating their emergence from bankruptcy.  The Exit
Facility Loans will be secured by first priority liens upon
substantially all existing and after-acquired assets of SFI, SFO
and each of the current and future direct and indirect domestic
subsidiaries of SFTP.

Further, subject to certain terms and conditions, Time Warner and
Six Flags have agreed to enter into a new loan agreement pursuant
to which Time Warner will make a $150 million multi-draw term
loan facility available to the Acquisition Parties, with each
loan made under the facility having a maturity date five years
from the applicable funding date.  The commitment of the New TW
Lender to provide the New TW Loan will expire unless the
Bankruptcy Court has entered a final order approving the TW
Commitment Papers by 5:00 p.m. (New York time) on November 24,
2009.

                         Valuation

Houlihan Lokey Howard & Zukin Capital, Inc., has advised Six
Flags with respect to the reorganization value of the company on
a going-concern basis post-reorganization.  The estimated range
of reorganization value of Six Flags was derived by separately
valuing SFTP and the limited partnership interests in the
Partnership Parks held indirectly by SFI.  Solely for purposes of
the Plan, the estimated range of reorganization value for Six
Flags was assumed to be approximately $1.25 billion to
$1.55 billion, with a midpoint of approximately $1.40 billion, as
of an assumed Effective Date of December 31, 2009.

  Estimated Range of Reorganization Value
  ($ in billions)

                                      Low   Midpoint  High
                                     -----  --------  -----
  Enterprise Value - SFTP            $1.21    $1.35   $1.49
  Equity Value - Partnership Parks    0.04     0.05    0.06
                                     -----  --------  -----
  Est. Total Enterprise Value        $1.25    $1.40   $1.55

The estimated range of reorganization value for SFTP was assumed
to be approximately $1.21 billion to $1.49 billion (with a
midpoint value of approximately $1.35 billion).

Houlihan Lokey has estimated the range of equity value for Six
Flags between approximately $598 million and $903 million, with a
mid-point equity value of $751 million, based on the estimated
range of the reorganization value of Six Flags of between
approximately $1.25 billion and $1.55 billion and assumed total
debt of $650.3 million, including $650 million in New Term Loan
and $0.3 million of capital leases, but excluding any potential
underfunded pension liability, and estimated $30.2 million of
debt outstanding under the Existing TW Loan and amounts
outstanding under certain capital leases and revolving credit
facilities at SFOT and SFOG.

Assuming the issuance of 30 million shares of New Common Stock
pursuant to the Plan, the imputed estimate of the range of equity
values on a per share basis for Six Flags is between $19.93 and
$30.10 per share, with a midpoint value of $25.03 per share.  The
per share equity value range of $19.93 to $30.10 assumes that the
shares related to the initial grant of any options or restricted
stock to be issued or granted pursuant to the Long-Term Incentive
Plan are outstanding.

Although the Debtors believe that the Effective Date will occur
soon after the Confirmation Date, there can be no assurance as to
the timing, Mr. Harner says.

In connection with New TW Loan, the Exit Facility and the
Backstop Commitment Agreement, the commitment of the New TW
Lender, the Commitment Parties and the Backstop Purchasers to
provide the New TW Loan, the Exit Facility Loans and the Backstop
Commitment will expire unless the Bankruptcy Court has entered a
final order approving the TW Commitment Papers and Commitment
Parties' Commitment Papers, and a final order approving the
Backstop Commitment Agreement, respectively, by November 24,
2009.

The failure of the Bankruptcy Court to enter a final order
approving the TW Commitment Papers and Commitment Parties'
Commitment Papers by that date, unless duly waived or extended by
the New TW Lender, the Commitment Parties and the Backstop
Purchasers, would give rise to termination of the New TW
Lender's, the Commitment Parties' and the Backstop Purchasers'
obligation to support the Plan.

In support of the Second Amended Plan, the Debtors also filed:

  * a full-text copy of the terms of the LTIP, available for
    free at http://bankrupt.com/misc/sixf_ltip.pdf

  * a full-text copy of the Backstop Commitment Letter,
    available for free at:

         http://bankrupt.com/misc/sixfbackstopletter.pdf

  * a full-text copy of the Rights Offering Procedures,
    available for free at:

         http://bankrupt.com/misc/sixfrightsoffering.pdf

  * a full-text copy of the Common Stock Term Sheet, available
    for free at http://bankrupt.com/misc/sixfstockterms.pdf

  * a full-text copy of the Projected Financial Information,
    available for free at:

           http://bankrupt.com/misc/sixffinlinfo.pdf

  * a full-text copy of the Liquidation Analysis, available for
    free at http://bankrupt.com/misc/sixliquidanalysis.pdf

A blacklined copy of the Second Amended Plan is available for
free at http://bankrupt.com/misc/sixf2ndplanblackline.pdf

A blacklined copy of the Disclosure Statement explaining the
Second Amended Plan is available for free at:

       http://bankrupt.com/misc/sixf2nddsblackline.pdf

             December 18 Confirmation Hearing

Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware will convene a hearing on December 18,
2009, to consider confirmation of the Debtors' Plan.  A hearing
to consider the adequacy of the Disclosure Statement is scheduled
for November 20, 2009.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Proposes Backstop Commitment Agreement
-------------------------------------------------
Six Flags Inc. and its affiliates  ask Judge Christopher S.
Sontchi of the United States Bankruptcy Court for the District of
Delaware to approve their entry into a backstop commitment
agreement dated November 6, 2009, and an accompanying common stock
term sheet in connection with their Second Amended Joint Plan of
Reorganization and accompanying Disclosure Statement.

To provide assurance that the rights offering contemplated under
the Second Amended Plan is consummated in respect of the entire
Offering Amount, Avenue Capital Management, Fidelity Management &
Research Co. and certain of its affiliates, Hayman Advisors,
L.P., J.P. Morgan Investment Management Inc., Third Point, LLC
and WhiteBox Advisors, LLC -- the Backstop Purchasers -- commit,
severally and not jointly, to purchase its respective Commitment
Percentage of Shares in the aggregate principal amount equal to
$450,000,000.

The Backstop Commitment Agreement also provides that any and all
matters relating to the form of the Second Amended Plan, the
terms of the Offering and of any guarantees and any inter
creditor arrangements relating to other indebtedness of the
Debtors must be satisfactory to the Majority Backstop Purchasers,
Paul Harner, Esq., at Paul, Hastings, Janofksy & Walker LLP, in
Chicago, Illinois, relates.

The agreement of the Backstop Purchasers to the terms of the
Backstop Commitment Agreement expressly is conditioned upon
satisfaction of each condition set forth in the New Common Stock
Term Sheet.  These conditions include:

-- The Court will have entered an order in form and substance
    acceptable to the Majority Backstop Purchasers, which will
    authorize the Debtors to execute the Backstop Commitment
    Agreement and authorize and approve the transactions
    contemplated therein, including the payment of all
    consideration and fees contemplated under the Backstop
    Commitment Agreement and the New Common Stock Term Sheet and
    authorize the indemnification provisions set forth in the
    Backstop Commitment Agreement;

-- Except otherwise provided, the Plan, the Disclosure
    Statement, the Solicitation Order, the Confirmation Order
    and any Plan supplemental documents should be in form and
    substance acceptable to the Majority Backstop Purchasers in
    their discretion exercised reasonably; and

-- All reasonable out-of-pocket fees and expenses, required to
    be paid to the Backstop Purchasers under the Plan, including
    reasonable fees and expenses of counsel and financial
    advisors, the Backstop Commitment Agreement, the New Common
    Stock Term Sheet or the Offering Procedures have been paid.

The obligation of the Backstop Purchasers is further conditioned
upon (a) the Adjusted EBITDA for the 12 months ending
November 30, 2009, exceeding $180 million, (b) entry into
documentation governing the Exit Revolving Loans, the Exit Term
Loan and the New TW Loan that is satisfactory in form and
substance to the Majority Backstop Purchasers and (c) entry by
the Bankruptcy Court of an order confirming the Plan and the
Confirmed Plan becoming effective, on or before January 11, 2009.

Regardless of whether the transaction contemplated by the
Backstop Commitment Agreement are consummated, the Debtors agree
to pay within 10 days of demand the reasonable and documented
fees, and charges of the Backstop Purchasers incurred previously
or in the future relating to the exploration and discussion of
the restructuring of the Debtors, alternative financing
structures to the Backstop Commitment or to the preparation and
negotiation of the Backstop Commitment Agreement, the Plan, the
Offering Procedure, the New Common Stock Term Sheet, the Plan
Documents or the Post-confirmation Organizational Documents, and
in each of these cases, the proposed documentation and
transactions contemplated under the Backstop Agreement documents.

Subject to the terms and conditions of the Backstop Commitment
Agreement, the rights to subscribe for the purchase of the Shares
will be non-transferrable.  The Offering will only be made to
accredited investors in a fashion that will be exempt from
registration under the Securities Act of 1933 as amended.

The Offering will be at a purchase price based upon an assumed
enterprise value of the Issuer on the Effective Date of
$1.335 billion.

A full-text copy of the Backstop Commitment Agreement is
available for free at:

    http://bankrupt.com/misc/SixF_BackstopComm_Agrmnt.pdf

A full-text copy of the New Common Stock Term Sheet is available
for free at http://bankrupt.com/misc/SixF_NewStockTermSheet.pdf

                       Payment of Fees

The Debtors ask the Court's authority to reimburse certain fees
and expenses incurred in connection with the Backstop Commitment
Agreement.

Under the Backstop Commitment Agreement, in the event that the
Debtors enter into a financing transaction with parties other
than the Backstop Purchasers or do not issue the New Common Stock
on the terms and subject to the conditions set forth in the Plan
and New Common Stock Term Sheet, the Debtors will pay to the
Backstop Purchasers an aggregate breakup fee in Cash equal to
5.0% of the Offering Amount, which fee will be fully earned upon
entry of an order of the Bankruptcy Court authorizing the Debtors
to execute the Backstop Commitment Agreement and will be payable
in full on the Effective Date.

Under the Backstop Commitment Agreement, upon the confirmation of
any plan of reorganization, the Debtors will pay all reasonable
out-of-pocket fees and expenses of the Backstop Purchasers to the
extent provided in the Backstop Commitment Agreement, including
reasonable fees and expenses of counsel and, if applicable, the
fees and expenses of financial advisors, on or before the
effective date of a plan of reorganization.

             Indemnification of Backstop Purchasers

The Debtors or the Reorganized Debtors, as the case may be, agree
to indemnify and hold harmless the Backstop Purchasers and their
directors and officers, partners, members, representatives,
employees, agents, attorneys, financial advisors, restructuring
advisors and other professional advisors from and all losses and
claims arising out of the Plan, the Offering, or the Backstop
Commitment Agreement, including without limitation distribution
of the Subscription Rights, the purchase and sale of New Common
Shares in the Offering and purchase and sale of Unsubscribed
Shares to the Backstop Purchasers pursuant to the Backstop
Commitment Agreement.

The Debtors also agree to reimburse each of Indemnified Persons
within 10 days after demand for any legal or other expenses
incurred; provided, however, that the indemnity will not, as to
any Indemnified Person, apply to losses, claims, damages,
liabilities or related expenses to the extent they have resulted
from the willful misconduct or gross negligence of the
Indemnified Person.

                          *     *     *

At the Debtors' behest, the Court will convene a hearing to
consider the motion on November 20, 2009, at 2:00 p.m. Eastern
Standard Time.  The deadline to file objections to the motion, if
any, is not later than November 17.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Trade Creditors Sell $67,000 in Claims
-------------------------------------------------
Thirteen trade creditors, from November 5 to November 11,
2009, transferred claims totaling $67,713 to:

Transferee                                        Amount
----------                                        ------
ASM Capital, LP                                  $14,243
Creditor Liquidity, LP                           $11,596
Fair Harbor Capital, LLC                         $16,387
Pioneer Funding Group LLC                         $7,590
TR Capital, LLC                                  $16,696
U.S. Debt Recovery LLC                            $1,201

A list of the names of the transferors is available for free
at http://bankrupt.com/misc/SixF_ClaimsTrnsfrslst_Nov06_Nov11.pdf

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SMART BALANCE: Moody's Gives Stable Outlook; Keeps 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Smart
Balance, Inc. to stable from negative.  In a related action,
Moody's withdrew all ratings of Smart Balance, including its B1
Corporate Family Rating, since all the rated bank credit
facilities were repaid in a recent refinancing transaction.

The revision of rating outlook to stable reflects the company's
improved financial flexibility afforded by the new credit
facilities after the refinancing was consummated, due to the
diminished concern on the tightening covenants in the fourth
quarter of 2009 under the old rated credit agreement.  The stable
outlook also reflects Moody's expectation of future stable
earnings and cash flow generation as the company continues to roll
out new products and improve its margins.

The rating action is:

* Rating outlook -- changed to stable from negative

These ratings were withdrawn:

Smart Balance, Inc.

  -- Corporate family rating at B1
  -- Probability of default rating at B1
  -- Speculative grade rating of SGL-3

GFA Brands, Inc.:

  -- $20 million 1st lien revolving credit agreement expiring in
     May 2013 at B1 (LGD3, 45%)

  -- $59.5 million (original $120 million) 1st lien Term Loan B
     maturing in May 2014 at B1 (LGD3, 45%)

  -- $10 million (original $40 million) 2nd lien Term Loan
     maturing in November 2014 at B3 (LGD5, 89%)

Moody's last rating action on Smart Balance occurred on March 5,
2009, when its rating outlook was revised to negative from stable.

Headquartered in Paramus, New Jersey, Smart Balance, Inc., is a
marketer of margarine and several other packaged food products
sold within the functional food category under the Smart Balance
and Earth Balance brands.  The company's products are designed to
provide specific dietary characteristics and health benefits to
consumers.  Revenues for fiscal year 2008 exceeded $221 million.


SPANSION INC: Proposes Stipulation With Hitachi & ARGO
------------------------------------------------------
Spansion Inc. and its units ask the Court to approve their
stipulation with Hitachi Chemical Co., America Ltd., and Argo
Partners, which, among other things, grants Hitachi relief from
the automatic stay to permit it to set off, or in the alternative,
recoup, amounts owed to them for prepetition claims.

On September 3, 2009, Hitachi filed a proof of claim for
$269,682.  Argo subsequently purchased the Claim from Hitachi.

Pursuant to the Claim, Hitachi asserts that Spansion LLC owes it
$604,445 for prepetition goods supplied by Hitachi and that
Hitachi owes Spansion LLC $334,762 for goods that were supplied
to the Debtors prepetition and then scrapped by agreement between
the parties.

The Stipulation provides that Hitachi will be authorized to take
actions without violating the automatic stay:

  (a) Claim No. 947 will be allowed for $269,682.

  (b) Claim No. 948 will be deemed withdrawn.

  (c) Hitachi will have no other prepetition claims against any
      of the Debtors.

  (d) There will be no prepetition amounts due and owing by
      Hitachi to the Debtors.

  (e) Argo will be bound by the terms of the Stipulation as the
      assignee of Hitachi's Claim.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Proposes to Assume Pact With HCL
----------------------------------------------
Spansion and HCL Technologies Ltd., are parties to a Master
Information Technology Agreement dated December 23, 2005.  The
MSA is the master agreement for a host of information technology
services HCL provides to the Debtors.  Those services include
maintenance of Spansion's underlying IT infrastructure, security
services relating to that infrastructure, and support for a host
of critical software applications most notably SAP -- the
Debtors' integrated platform for the majority of its revenue,
accounting and logistics-related functions.

Under the MSA, the Debtors entered into a number of Statements of
Work defining specific roles and projects for HCL.  All of the
SOWs that were provided prepetition have either expired pursuant
to their terms or have been replaced by updated SOWs entered into
on a postpetition basis in the ordinary course of the Debtors'
business.

Through extensive negotiations, the Debtors have awarded HCL with
additional lines of business pursuant to postpetition SOWs under
the MSA, including application support for Spansion's SAP and
non-SAP environments, management of the migration of Spansion's
SAP and non-SAP environments from a third-party provider to
Spansion's own data centers, and ongoing operational support for
these hardware environments.

Although there are significant prepetition obligations associated
with the MSA -- approximately $3,535,135 is outstanding -- HCL
has agreed that in lieu of any cure amount that it might have or
assert in connection with the assumption of the MSA, it will have
an allowed general unsecured claim for $3,535,135 in Spansion's
Chapter 11 case.  Thus, the Debtors are able to assume the MSA
without having to pay any cure amounts.

By this motion, the Debtors seek the Court's authority to assume
the MSA.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Wants to Assume Executory Contract With NTTA
----------------------------------------------------------
Spansion and NTT America, Inc., are parties to an Arcstar Master
Terms & Conditions dated March 29, 2006.  The MSA is the master
agreement pursuant to which Spansion receives a data stream
transmission utilizing Multi Protocol Label Switching technology.
The MPLS service is a high-speed forwarding method offering a
high-quality network that enables customers to create virtual
private networks within Spansion's network at lower costs.  MPLS
technology ensures strong protection and security of Spansion's
communication network.

Under the MSA, the Debtors entered into a number of service
orders relating to specific "circuits" NTTA is to provide and
maintain.  The Debtors have designated circuits for each location
that requires high speed data transmission.  The SOs are used to
address the cost and term of the service and to document circuit
requirements, the service level agreement, and other pertinent
information.

Through extensive negotiations, the Debtors and NTTA have agreed
to enter to into replacement SOs to remove circuits that are no
longer beneficial to the Debtors, reduce the Debtors' payment
obligations and generally bring the services to be provided and
their related costs in line with the Debtors' expected needs
going forward.

Although there are significant prepetition obligations associated
with MSA, NTTA has agreed to waive any cure amount that it might
have or assert in connection with the assumption of the MSA.

Accordingly, the Debtors seek the Court's authority to assume the
MSA.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Delays Q3 Report; Awaits Decision on Japan Unit Deal
------------------------------------------------------------------
Spansion Inc. said in a regulatory filing with the Securities and
Exchange Commission it will file its quarterly report on Form 10-Q
for the period ended September 27, 2009, after the U.S. Bankruptcy
Court for the District of Delaware rules on its bid to reject an
agreement with its Japanese affiliate.

The Bankruptcy Court will hold a hearing on Spansion Inc.'s motion
to reject its Prepetition Foundry Agreement with Spansion Japan
Limited on December 2, 2009.  The Company believes that bankruptcy
laws provide for the rejection of the Prepetition Foundry
Agreement if the Company's management believes it to be in the
Company's best interest, as it does.

Assuming the Bankruptcy Court grants the Company's motion to
reject the Prepetition Foundry Agreement, the Company's management
believes that under applicable bankruptcy laws the pricing of any
wafers and related services provided by Spansion Japan and sold to
the Company following the commencement of the Bankruptcy Cases is
fair market value.  If the Bankruptcy Court grants the Company's
motion to reject the Prepetition Foundry Agreement, the Company
intends to include the fair market value in its quarterly
financial statements and believes it will be in a position to
complete its financial reporting for the quarters ended March 29,
2009, June 28, 2009, and September 27, 2009 within a few weeks
following the Bankruptcy Court's decision.  The Company will work
to complete these filings as expeditiously as possible.

On February 9, 2009, Spansion Japan, an indirect wholly owned
subsidiary of the Company, entered into a proceeding under the
Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain
protection from Spansion Japan's creditors.  On March 1, 2009, the
Company and each of its domestic subsidiaries filed a voluntary
petition for relief under chapter 11 of the U.S. Bankruptcy Code.

Prior to the Spansion Japan Proceeding and the Bankruptcy Cases,
Spansion Japan supplied wafers to Spansion LLC, a wholly owned
subsidiary of the Company, pursuant to the terms of a foundry
agreement, which was effective as of September 28, 2006, as
amended.  The prices the Company paid to Spansion Japan for the
wafers and related services under the Prepetition Foundry
Agreement are a material component of the Company's "cost of goods
sold" and have been the subject of ongoing discussion between the
Company and Spansion Japan since the commencement of the
Bankruptcy Cases.  The Company believes that it had reached an
understanding -- although not reduced to an executed agreement in
writing -- with Spansion Japan on the pricing of the wafers and
services that approximated the then-market price for the wafers
and services.

Spansion Japan disputes that a binding agreement was reached.
Spansion Japan and its creditors have further asserted that the
pricing for wafers and services under the Prepetition Foundry
Agreement continues to apply.

In October 2009, the Company filed a motion with the Bankruptcy
Court to reject the Prepetition Foundry Agreement.  The dispute
between the two companies with respect to the applicable pricing
for goods and services supplied by Spansion Japan to the Company
following the filing of the Bankruptcy Cases, and the uncertainty
of "cost of goods sold" to the Company as a result, is the
principal reason for the Company's delay in completing its
financial reporting for the quarters ended March 29, 2009, June
28, 2009 and September 27, 2009.

The Company also has not yet filed its Quarterly Reports on Form
10-Q for the fiscal quarters ended March 29, 2009 and June 28,
2009.

The Company expects that there will be significant changes in the
results of operations (in particular, net sales, operating income
and net income) from the corresponding period for the last fiscal
year as a result of the impact of the Bankruptcy Cases and the
Spansion Japan Proceeding.  As of November 10, 2009, the Company
has not completed its financial reporting process for the fiscal
quarter ended September 27, 2009, so it is not yet able to
quantify the specific differences between the comparable periods.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPRINT NEXTEL: Invests $1.176 Billion in Clearwire
--------------------------------------------------
Sprint Nextel Corporation on November 9, 2009, entered into an
Investment Agreement with Clearwire Corporation, Clearwire
Communications LLC, Intel Corporation, Comcast Corporation, Time
Warner Cable Inc., Eagle River Holdings, LLC, and Bright House
Networks, LLC,.

Participating Equityholders will make an investment in Clearwire
and Clearwire Communications in an aggregate amount of roughly
$1.56 billion.  The Investment Agreement sets forth the terms and
conditions of the investment by Sprint and certain other
Participating Equityholders in newly issued senior secured notes
of Clearwire Communications and Clearwire Finance, LLC, in
replacement of equal amounts of indebtedness of Clearwire under
its senior term loan facility.

Clearwire has agreed to commence a rights offering, pursuant to
which rights to purchase shares of Clearwire's Class A Common
Stock will be granted to each holder of Clearwire's Class A Common
Stock as of a record date to be determined.

The Participating Equityholders will invest in Clearwire
Communications a total of roughly $1.56 billion in exchange for
voting equity interests in Clearwire Communications, and Class B
non-voting common interests in Clearwire Communications, in these
amounts:

     $1.176 billion will be provided by Sprint in exchange for
                    160.4 million Clearwire Communications Class B
                    Common Interests and the same number of
                    Clearwire Communications Voting Interests;

     $196.0 million will be provided by Comcast in exchange for
                    26.7 million Clearwire Communications Class B
                    Common Interests and the same number of
                    Clearwire Communications Voting Interests;

     $103.0 million will be provided by Time Warner Cable in
                    exchange for 14.1 million Clearwire
                    Communications Class B Common Interests and
                    the same number of Clearwire Communications
                    Voting Interests;

      $19.0 million will be provided by Bright House Networks in
                    exchange for 2.6 million Clearwire
                    Communications Class B Common Interests and
                    the same number of Clearwire Communications
                    Voting Interests;

      $50.0 million will be provide by Intel in exchange for
                    6.8 million Clearwire Communications Class B
                    Common Interests and the same number of
                    Clearwire Communications Voting Interests; and

      $20.0 million will be provided by Eagle River in exchange
                    for 2.7 million Clearwire Communications
                    Class B Common Interests and the same number
                    of Clearwire Communications Voting Interests.

The Participating Equityholders were to purchase an aggregate of
roughly $1.057 billion of the Clearwire Communications Class B
Common Interests and Clearwire Communications Voting Interests,
pro rata based on their investment amounts, by November 13, 2009,
assuming satisfaction of the applicable closing conditions, which
are customary.  The maximum amount permitted by the rules of the
Nasdaq Stock Market prior to the effectiveness of the written
consent to the transactions executed by the Participating
Equityholders, which are holders of roughly 82.2% of the
outstanding voting shares of Clearwire.

Subsequently, an additional roughly $440.3 million of Clearwire
Communications Class B Common Interests and Clearwire
Communications Voting Interests will be purchased within one
business day following the date on which the purchase is permitted
by Nasdaq rules and applicable law, assuming satisfaction of the
other applicable closing conditions.

The remaining securities will be purchased within one business day
following the date on which an additional closing condition
regarding the delivery of certain financial information to Sprint
by Clearwire is satisfied in addition to the satisfaction of other
applicable closing conditions, which is expected to occur in
Clearwire's first fiscal quarter of 2010.

In exchange for the purchase by Sprint, Comcast, Time Warner Cable
and Bright House Networks of Clearwire Communications Class B
Common Interests and Clearwire Communications Class B Common Stock
in amounts exceeding their Percentage Interest, as defined in the
Equityholders' Agreement, dated as of November 28, 2008, by and
among Clearwire and certain affiliates of the Participating
Equityholders and Google -- determined immediately prior to the
First Investment Closing -- Clearwire will pay an over allotment
fee equal to roughly:

     $18.9 million to Sprint,
      $3.1 million to Comcast,
      $1.7 million to Time Warner Cable and
      $0.3 million to Bright House Networks

The fees will be paid in installments at each of the Second
Investment Closing and the Third Investment Closing.

Clearwire will pay the Over Allotment Fee, at the option of the
Participating Equityholder, (i) in Clearwire Communications Class
B Common Interests and Clearwire Communications Voting Interests
at a per share price of $7.33 and an equal number of Clearwire
Communications Voting Interests, or (ii) in cash, by wire transfer
of immediately available funds.

In addition to the Clearwire Private Placement, Clearwire
Communications has commenced an offering of Clearwire Notes.  The
Investment Agreement provides that in the event Clearwire
Communications issues senior secured notes or other first lien
indebtedness, in an aggregate amount such that the net cash
proceeds of such issuance are sufficient, and will be used, to pay
in full all outstanding loans, together with accrued and unpaid
interest and fees, prepayment of premium (if any), and all other
amounts owing under Clearwire's senior term loan facility, then
each Rollover Investor agrees that it will purchase from Clearwire
Communications -- or, if directed by Clearwire Communications,
from the initial purchasers of the Refinancing Debt -- an amount
of Refinancing Debt, the gross proceeds of which will be
sufficient to repay the Rollover Amount owed to each Rollover
Investor in their capacity as a lender under the senior term loan
facility, which we refer to as such lender's Rollover Amount.
Clearwire's, Clearwire Communications' and the Rollover Investors'
obligations to consummate the Rollover Transaction is not
conditioned upon the closing of the other transactions
contemplated by the Investment Agreement.

Upon the consummation of a Clearwire Rollover Transaction,
Clearwire will pay to the applicable Rollover Investor a fee equal
to 3% of such Rollover Investor's Rollover Amount, which fee will
be paid in cash by wire transfer of immediately available funds.

On November 12, 2009, the Participating Equityholders filed a Form
SCHEDULE 13D/A with the Securities and Exchange Commission
disclosing their stake in Clearwire.  A copy of the filing is
available at no charge at http://ResearchArchives.com/t/s?495e

                  About Sprint Nextel Corporation

Overland Park, Kansas-based Sprint Nextel Corporation is a
communications company offering a comprehensive range of wireless
and wireline communications products and services that are
designed to meet the needs of individual consumers, businesses and
government subscribers.  Sprint Nextel is the third largest
wireless communications company in the United States based on the
number of wireless subscribers.  Sprint Nextel is also one of the
largest providers of wireline long distance services and one of
the largest carriers of Internet traffic in the nation.

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


SPRINT NEXTEL: Names Ryan Siurek as VP & Controller
---------------------------------------------------
Sprint Nextel Corporation said Ryan H. Siurek, 38, has been
appointed as Vice President, Controller of Sprint Nextel effective
November 6, 2009.  Mr. Siurek will also serve as the principal
accounting officer.

Mr. Siurek served as Vice President, Assistant Controller of
Sprint Nextel from January 2009 through November 5, 2009.  Prior
to joining Sprint Nextel, Mr. Siurek worked for LyondellBasell
Industries, a chemical manufacturing company, from January 2004
through January 2009, where he held various positions, including
Director -- Risk Management and Global Shared Services from
September 2008 through January 2009, European Controller from July
2007 through August 2008, and Senior Manager of Technical
Accounting from January 2004 through June 2007.

On October 28, 2009, Sprint Nextel entered into an agreement with
Mr. Siurek that provides for changes to his annual compensation
effective upon the appointment on November 6, 2009, including an
increase in his (i) base salary of $20,000; (ii) Short-Term
Incentive Plan target opportunity of $20,250; and (iii) Long-Term
Incentive Plan target opportunity of $150,000.

              Sprint Nextel Approves Bylaw Amendment

Sprint Nextel on Thursday said its Board of Directors has approved
an amendment to the corporate bylaws allowing the record holders
of shares representing at least 10% of all issued and outstanding
common stock to call a special meeting of shareholders.

To call a special meeting, shareholders must submit a written
request to the Secretary of the Corporation that meets certain
requirements stated in the bylaws, including those related to the
timing of similar items or the timing of meetings already
scheduled.

The action follows approval at Sprint's May 2009 Annual Meeting of
a shareholder proposal requesting this action.  Roughly 77% of
shares voted at the Annual Meeting were cast in favor of the
proposal.

"The board's action is another example of Sprint's commitment to
high standards of corporate governance, and responsiveness to our
shareholders," said Charles Wunsch, Sprint's General Counsel.
"Our shareholders now have the ability, within appropriate
guidelines, to call a special shareholders' meeting to consider
matters they believe are urgently important to Sprint."

A full-text copy of Sprint's updated bylaws is available at:

                 http://www.sprint.com/governance/

On November 6, 2009, the Company filed its quarterly report on
Form 10-Q with the Securities and Exchange Commission.  Sprint
Nextel reported third quarter 2009 financial results that included
consolidated net operating revenues of $8.0 billion, a net loss of
$478 million and a diluted loss per share of 17 cents.  The
company generated Free Cash Flow of $664 million in the quarter
and $2.1 billion year-to-date in 2009.

Year-to-date ended September 30, 2009, Sprint Nextel posted a net
loss of $1.456 billion compared to $1.175 billion for the same
period in 2008.

As of September 30, 2009, the company had $5.9 billion in cash,
cash equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?495f

                  About Sprint Nextel Corporation

Overland Park, Kansas-based Sprint Nextel Corporation is a
communications company offering a comprehensive range of wireless
and wireline communications products and services that are
designed to meet the needs of individual consumers, businesses and
government subscribers.  Sprint Nextel is the third largest
wireless communications company in the United States based on the
number of wireless subscribers.  Sprint Nextel is also one of the
largest providers of wireline long distance services and one of
the largest carriers of Internet traffic in the nation.

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


SPRINT NEXTEL: Waiting Period for iPCS Merger Expired Nov. 10
-------------------------------------------------------------
Ireland Acquisition Corporation, a wholly owned subsidiary of
Sprint Nextel Corporation, filed with the Securities and Exchange
Commission Amendment No. 1 to amend and supplement the Tender
Offer Statement on Schedule TO it filed on October 28, 2009.  The
Schedule TO relates to the offer by Ireland Acquisition to
purchase all of the outstanding shares of common stock, par value
$0.01 per share, of iPCS, Inc., for $24.00 per share, net to the
seller in cash, less any required withholding taxes and without
interest, upon the terms and conditions set forth in the Offer to
Purchase, dated October 28, 2009.

Pursuant to the Amendment, among other things, the waiting period
applicable to the Offer and the Merger under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, expired at
11:59 p.m. New York City time, on November 10, 2009.  Accordingly,
the condition to the Offer that any applicable waiting period
under the HSR Act has expired or terminated has been satisfied.
The Offer continues to be conditioned upon the other conditions
described in the Offer to Purchase.

The Amendment also provides that "If any tendered Shares are not
accepted for payment for any reason pursuant to the terms and
conditions of the Offer, or if Share Certificates are submitted
for more Shares than are tendered, Share Certificates evidencing
unpurchased or untendered Shares will be returned without expense
to the tendering stockholder (or, in the case of Shares tendered
by book-entry transfer into the Depositary's account at the Book-
Entry Transfer Facility pursuant to the procedures set forth in
Section 3, such Shares will be credited to an account maintained
at the Book-Entry Transfer Facility), promptly after the
expiration or termination of the Offer."

On October 18, 2009, Sprint entered into an agreement to acquire
iPCS for roughly $831 million, including the assumption of
$405 million of net debt.  As part of the agreement, Sprint and
iPCS sought an immediate stay of all pending litigation between
the parties with a final resolution to become effective upon
closing of the acquisition.  As a result, Sprint has suspended its
previously announced divestiture process pending closing of the
transaction.  Pending regulatory approval, the acquisition is
expected to be completed in the fourth quarter 2009 or in early
2010.

On July 27, 2009, Sprint entered into a definitive agreement to
acquire Virgin Mobile USA.  Under the terms of the agreement,
Sprint expects to issue between 81.4 million and 104.7 million
shares of its common stock for all VMU common and preferred stock,
excluding shares currently owned by Sprint.  In addition, Sprint
will retire all of VMU's outstanding debt at the time of closing,
which at June 30, 2009, was $230 million net of cash and cash
equivalents. At closing Sprint will settle, in cash or Sprint
common stock, at its option, roughly $63 million, related to tax
and trademark agreements and roughly $69 million related to the
subordinated portion of outstanding debt.  Pending VMU shareholder
approval, the transaction is expected to close in the fourth
quarter 2009.

                  About Sprint Nextel Corporation

Overland Park, Kansas-based Sprint Nextel Corporation is a
communications company offering a comprehensive range of wireless
and wireline communications products and services that are
designed to meet the needs of individual consumers, businesses and
government subscribers.  Sprint Nextel is the third largest
wireless communications company in the United States based on the
number of wireless subscribers.  Sprint Nextel is also one of the
largest providers of wireline long distance services and one of
the largest carriers of Internet traffic in the nation.

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


STANDARD FORWARDING: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Standard Forwarding Co., Inc.
        2925 Morton Drive
        East Moline, IL 61244

Case No.: 09-83707

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Erich Buck, Esq.
                  10 S Wacker Dr 40th Fl
                  Chicago, IL 60606
                  Tel: (312) 207-3906

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by John D. Ward, the company's president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Ameriquest-Headquarters        Trade Debt             $18,825

Bridgestone-Firestone Inc.     Trade Debt             $2,944

Bridgestone Bandag, LLC        Trade Debt             $25,174

Brown Truck Leasing Corp       Trade Debt             $5,088

Diesel Dogs Truck              Trade Debt             $10,928
Repair, Inc.

Eds Mobile Maintenance SVC     Trade Debt             $8,685

Fauser Oil Co. Inc.            Trade Debt             $39,463

IBT Local 710                  Health, Welfare        $197,465
Health & Welfare &             Pension
Pension Fund

Interstate Transport Repair    Trade Debt             $3,660
Inc.

Mellon Financial Services      Health, Welfare        $807,676
Central States                 & Pension
5503 N Cumberland Rd
Chicago, IL 60656

Midwest Wheel Companies        Trade Debt             $30,647

Mutual Wheel Company           Trade Debt             $2,607

Osco Incorporated              Trade Debt             $3,695

Smith Oil Corporation          Trade Debt             $3,550

Sopus Products                 Trade Debt             $3,611

Thermo King Quad Cities        Trade Debt             $7,298

Twin Bridges Truck City Inc.   Trade Debt             $45,223

US Trailer Parts & Supply      Trade Debt             $3,925
Inc.

Wisconsin Health Fund          Health & Welfare       $66,189

Zacher Truck Service           Trade Debt             $4,570


STONEMOR PARTNERS: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's assigned first time ratings to StoneMor Partners L.P. and
its wholly owned subsidiary, StoneMor Operating LLC.  Moody's
assigned a B2 CFR, a B3 rating to $150 million of proposed senior
notes and an SGL-3 speculative grade liquidity rating.  The rating
outlook is stable.

The proceeds from the $150 million note offering are expected to
be used to repay existing secured debt and pay related fees and
expenses.  The proceeds from the debt offering are expected to be
used to repay existing secured debt and pay related fees and
expenses.  Concurrent with the closing of the notes offering,
StoneMor expects to amend its secured debt obligations to provide
for a $35 million revolving credit facility and a $45 million
acquisition credit facility.  StoneMor also announced a concurrent
public offering of 1,275,000 common units in the master limited
partnership.  The underwriters have an option to purchase 191,250
additional common units to cover overallotments.  The net proceeds
from the equity offering are expected to be used to repay existing
secured debt, for growth capital expenditures and for general
partnership purposes.

StoneMor's B2 corporate family rating is constrained by a
relatively small revenue base for the rating category, a high cash
distribution policy consistent with the MLP structure and the risk
that declining death rates and weak consumer spending could
negatively affect pre-need and at need cemetery sales.  The
ratings are supported by the 2nd largest portfolio of cemetery
properties in the US, a track record of steady cash flow
generation and solid growth in pre-need cemetery contracts during
2009 despite economic headwinds.

Moody's assigned these ratings (assessments):

* StoneMor Operating LLC -- $150 million senior unsecured notes
  due 2017, B3 (LGD 4, 67%)

* StoneMor Partners L.P. -- Corporate Family Rating, B2

* StoneMor Partners L.P. -- Probability of Default Rating, B2

* StoneMor Partners L.P. -- Speculative Grade Liquidity rating,
  SGL-3

StoneMor is the second largest owner and operator of cemeteries in
the United States.  As of September 30, 2009, StoneMor operated
235 cemeteries in 24 states and in Puerto Rico.  The company
reported revenues of approximately $183 million for the twelve
month period ended September 30, 2009.


SUNGARD DATA: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which SunGard Data
Systems, Inc., is a borrower traded in the secondary market at
94.36 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.00 percentage points from the previous week, The Journal
relates.  The debt matures on Feb. 28, 2016.  The Company pays
362.5 basis points above LIBOR to borrow under the loan facility
and it carries Moody's Ba3 rating and Standard & Poor's BB rating.
The debt is one of the biggest gainers and losers among the 172
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania,
is a provider of software and IT services to the financial
services industry well as higher education institutions and the
public sector.  SunGard also provides disaster recovery/business
continuity services through its Availability Services division.

As stated by the Troubled Company Reporter on Sept. 1, 2009,
Moody's Investors Service assigned a Ba3 rating to SunGard Data
System's $2.7 billion senior secured term loan B.  Concurrently,
Moody's affirmed SunGard's B2 corporate family and probability of
default ratings, along with its SGL-2 speculative grade liquidity
rating.  These actions follow the company's amendment of its
credit agreement with its lenders.  The rating outlook remains
stable.

The amendment dated June 9, 2009, extended the maturity date of
the company's $2.7 billion term loan B to February 28, 2016.  The
$2.7 billion term loan B was carved out of the company's original
$4.2 billion term loan facility maturing February 28, 2014.  The
credit agreement amendment also reduced the existing revolving
credit facility to $829 million from $1 billion and extended the
maturity date to May 11, 2013.  Finally, the amendment also
amended certain other provisions of the Credit Agreement,
including provisions relating to negative covenants and financial
covenants.

Standard & Poor's Ratings Services rates (i) SunGard's corporate
rating at 'B+', and its (ii) $2.7 billion tranche B secured term
loan maturing Feb. 28, 2016, and the $580 million secured
revolving credit facility maturing May 11, 2013, at 'BB'.


TETON ENERGY: Receives Delisting Determination Notice From NASDAQ
-----------------------------------------------------------------
Teton Energy Corporation disclosed that on November 9, 2009, it
received written notice from the Listing Qualifications department
of The NASDAQ Stock Market that Teton's securities will be
delisted from the NASDAQ Capital Market.  The Notice states that
trading of Teton's common stock will be suspended at the opening
of business on November 18, 2009, and a Form 25-NSE will be filed
with the Securities and Exchange Commission, which will remove
Teton's securities from listing and registration on NASDAQ.

According to the Notice, the NASDAQ Staff's determination to
delist Teton's securities from NASDAQ was based on (a) Teton's
announcement on November 9, 2009, that it had filed for protection
under Chapter 11 of the United States Bankruptcy Code on
November 8, 2009, and the associated public interest concerns
raised by such bankruptcy filing, (b) concerns regarding the
residual equity interest of the existing listed securities
holders, and (c) concerns about Teton's ability to sustain
compliance with all requirements for continued listing on NASDAQ.
The Notice also noted that on September 16, 2009, the Staff had
notified Teton that the bid price of its common stock had closed
below $1 per share for 30 consecutive trading days, and
accordingly, that it did not comply with Listing Rule 5550(a)(2).
Teton was provided a grace period of 180 calendar days, or until
March 15, 2010, to regain compliance.

Teton may appeal the Staff's determination to a Panel pursuant to
the procedures set forth in NASDAQ Listing Rule 5800 Series.  The
appeal hearing request must be received by the Hearings Department
by November 16, 2009.  The hearing request would stay the
suspension of Teton's securities and the filing of the Form 25-NSE
pending the Panel's decision.  Teton does not at this time intend
to take any action to appeal the Staff's determination and
therefore it is expected that Teton's securities will be delisted
from NASDAQ on November 18, 2009.

If Teton does not appeal the Staff's determination to the Panel,
Teton's securities will not be immediately eligible to trade on
the OTC Bulletin Board or in the "Pink Sheets."  Teton's
securities may become eligible if a market maker makes application
to register in and quote the security in accordance with SEC Rule
15c2-11, and such application is cleared.

Headquartered in Denver, Colorado, Teton Energy Corporation --
http://www.teton-energy.com/-- is an independent oil and gas
exploration and production company focused on the acquisition,
exploration and development of North American properties.  The
Company's current operations are concentrated in the prolific
Rocky Mountain and Mid-continent regions of the U.S. Teton has
leasehold interests in the Central Kansas Uplift, eastern Denver-
Julesburg Basin in Colorado and the Big Horn Basin in Wyoming.


THOMAS HULING: Corrected Deed Recording Was Avoidable Preference
----------------------------------------------------------------
WestLaw reports that the transfer that occurred when the creditor
that had loaned the Chapter 11 debtors funds to purchase real
property recorded a corrected deed of trust was an avoidable
preferential transfer.  The debtors executed a deed of trust
purporting to grant the creditor a security interest in the
property, such that the transfer of the interest was for the
benefit of creditor.  The transfer related to a prepetition debt.
Moreover, the recording of the corrected deed of trust was the
first time that the debtors transferred their interest in the
property to the creditor, as, when the deed of trust was initially
recorded, the former owner's interest in the property had not yet
passed to the debtors, making it impossible for them to have
transferred any interest to the creditor.  Finally, the debtors
were insolvent at the time of the transfer, which occurred within
90 days of the filing of their bankruptcy petition.  In re Huling,
--- B.R. ----, 2009 WL 3460452 (Bankr. E.D. Mo.).

Thomas S. and Diana M. Huling filed a voluntary Chapter 11
petition (Bankr. E.D. Mo. Case No. 06-45568) on Nov. 14, 2006.
The Debtors are represented by Bonnie L. Clair, Esq., at Summers,
Compton, Wells & Hamburg, P.C., in St. Louis.  At the time of the
filing, the Debtors estimated their assets at less than $1 million
and their liabilities at more than $1 million.


TOMMY FRANKLIN RAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tommy Franklin Ray
        214 W. Silsby Avenue
        Springfield, MO 65807

Bankruptcy Case No.: 09-62563

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  1909 E. Bennett St.
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  Email: brenthendrix@sbcglobal.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $0 to $50,000

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Mr. Ray.


THORBARDIN RANCH: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thorbardin Ranch, LLC
        P.O Box 160
        Buffalo, WY 82834

Bankruptcy Case No.: 09-21157

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Janet L. Tyler, Esq.
                  3704 Reynolds Street
                  Laramie, WY 82072
                  Tel: (307) 745-9323

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

A full-text copy of the Debtor's petition, including a list of its
9 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/wyb09-21157.pdf

The petition was signed by Joseph Vaillancourt, member/manager of
the Company.


TIME WARNER: Bank Debt Trades at 5.37% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Time Warner
Telecom, Inc., is a borrower traded in the secondary market at
94.63 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.53 percentage points from the previous week, The Journal
relates.  The loan matures on Sept. 12, 2013.  The Company pays
200 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Ba1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
the 172 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Headquartered in Littleton, Colorado, Time Warner Telecom, Inc.
(Nasdaq: TWTC) -- http://www.twtelecom.com/provides managed
network services, specializing in Ethernet and transport data
networking, Internet access, local and long distance voice, VoIP
and security, to enterprise organizations and communications
services companies throughout the United States.


TRANSWITCH CORP: Receives Delisting Notice From NASDAQ
------------------------------------------------------
TranSwitch(R) Corporation has received a NASDAQ Staff
determination letter dated November 9, 2009, notifying the Company
that it has not complied with NASDAQ Marketplace Rule 5550(a)(2).

In anticipation of such notice and in connection with the
Company's plan to regain compliance, TranSwitch announced on
November 9, 2009 that its Board of Directors approved the
implementation of a one-for-eight reverse stock split of the
Company's common stock.  The reverse stock split, which was
authorized by stockholders at the Company's 2009 annual meeting of
stockholders on May 21, 2009, will take effect at 11:59 p.m.
(Eastern time) on November 23, 2009.

TranSwitch had initially been notified by NASDAQ on January 28,
2008 that the bid price of its common stock had closed at less
than $1.00 per share over the previous 30 consecutive business
days. On July 30, 2008, TranSwitch received notice from the
Listing Qualifications Department of The NASDAQ Stock Market that
its application to list common stock on The NASDAQ Capital Market
was approved and its common stock began trading on the NASDAQ
Capital Market on that date.  As a result of suspensions by NASDAQ
of enforcement of the bid price and market value of publicly held
shares as required pursuant to NASDAQ Marketplace Rule 4450(a)(5)
between October 22, 2008, and July 31, 2009, the Company had until
November 6, 2009, to regain compliance.  As TranSwitch has not
regained compliance, the NASDAQ Staff has determined to delist its
securities from the Capital Market.

Accordingly, unless TranSwitch requests an appeal of this
determination, trading of its common stock will be suspended at
the opening of business on November 16, 2009, and its common stock
will be removed from listing and registration on The NASDAQ Stock
Market.  TranSwitch has filed the required appeal of the Staff's
determination to a NASDAQ Hearings Panel, pursuant to the
procedures set forth in the NASDAQ Marketplace Rule 5800 Series. A
hearing request will stay the delisting of TranSwitch's securities
pending the Panel's decision.  Although there can be no assurances
that the Hearings Panel will grant such request, TranSwitch
anticipates that, if granted, the implementation of its announced
reverse stock split will provide the Company with the opportunity
to be in compliance with the Marketplace Rule by early December.

                   About TranSwitch Corporation

Headquartered in Shelton, Connecticut, TranSwitch Corporation
(NASDAQ: TXCC) -- http://www.transwitch.com/-- designs, develops
and markets innovative semiconductors that provide core
functionality and complete solutions for voice, data and video
communications network equipment.  The company has locations in
India, Germany and the U.S.


TRIBUNE CO: Will End Ownership Plan, Begin Profit-Sharing Program
-----------------------------------------------------------------
Greg Bensinger at Bloomberg News reports that Tribune Co. said it
will replace the employee stock-ownership plan it began in
December 2007 with a profit-sharing program.

According to the report, Chief Administrative Officer Gerald
Spector said in a memo early this month that Tribune will end the
so-called ESOP once it emerges from bankruptcy, Tribune employees
were each allocated a portion of the company when it was taken
private for $8.3 billion by billionaire Sam Zell in 2007.

Mr. Zell said last week in an early November interview on
Bloomberg Television that with "some reasonable luck," the Company
will emerge from bankruptcy by the end of next year's first
quarter.

Chicago-based Tribune, which publishes the Los Angeles Times and
Baltimore Sun, is also beginning a match to employees' 401(k)
retirement plans for as much as 4 percent, according to the memo.
Union employees may not be eligible for all the same benefits,
Spector said in the memo.

All employees will be eligible for a discretionary profit-sharing
plan, Mr. Spector said. He didn't provide details of that program.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Assumption of Vicksburg Deal Approved
----------------------------------------------------
Tropicana Entertainment LLC and the other OpCo Debtors obtained
the Delaware Bankruptcy Court's authority to assume a Master
Agreement of Purchase and Sale, as amended and restated, they
previously entered into with the mayor and aldermen of the City
of Vicksburg.  They also seek the approval of a related cure
amount.

In early 1993, the City of Vicksburg implemented a master
riverfront redevelopment plan for downtown Vicksburg,
Mississippi, which included a riverboat casino and a hotel, "the
Vicksburg Casino," initially owned by Harrah's Vicksburg
Corporation and certain parcels of real property part of or
adjacent to the Vicksburg Casino.

The OpCo Debtors entered into the Master Agreement with the City
of Vicksburg on October 24, 2003, whereby the ownership rights of
the Vicksburg Casino and the Casino Property was transferred from
Harrah's to the OpCo Debtors.  The City of Vicksburg also agreed
to grant the OpCo Debtors exclusive casino development rights on
city-owned or city-leased property.  As consideration for the
transfer of the Casino Property and the exclusive casino
development rights, the OpCo Debtors agreed to pay the City of
Vicksburg an annual sum of $562,939 as well as a fixed percentage
amount each month for the next 30 years after the date of
transfer.

Pursuant to the Master Agreement, the City of Vicksburg retained
a reversionary interest in the Casino Property whereby the
Property would automatically revert back to the City at the end
of 30 years from the date of transfer, unless the Casino Property
has reverted back to the City in accordance with the provisions
of the Master Agreement.

As an inducement to the City of Vicksburg to enter into the
Master Agreement, Columbia Sussex Corporation executed a
guarantee whereby it agreed to unconditionally guarantee all of
the OpCo Debtors' obligations under the Master Agreement, so that
that Columbia Sussex would immediately make each payment and
perform each obligation required of the OpCo Debtors in the event
of a default, according to Lee E. Kaufman, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

The OpCo Debtors are currently in the process of acquiring
William Yung's remaining 1% interest in one of their non-debtor
properties located in Greenville, Mississippi, the Lighthouse
Point Facility.  It is contemplated that on the effective date of
the OpCo Plan, the newly formed entity, Tropicana Entertainment
Inc., will acquire Mr. Yung's rights in the Lighthouse Point
Facility.  In connection with this transaction, the OpCo Debtors
have agreed to replace the CSC Guaranty to the Master Agreement
with a new guaranty by TEI.

Mr. Kaufman notes that Mr. Yung's interest in the Lighthouse
Point Facility is one of the last vestiges of his ties with the
OpCo Debtors.

The OpCo Debtors and the City of Vicksburg are currently in
negotiation with respect to the TEI Guaranty and a release of
Columbia Sussex from its obligations under the CSC Guaranty.  The
negotiations are referred to as the Mississippi Transactions.  As
part of completing the transactions contemplated, the OpCo
Debtors are now seeking to assume the Master Agreement with
Vicksburg.

By substituting the CSC Guaranty with the TEI Guaranty as
consideration for the conveyance of Mr. Yung's interest in the
Lighthouse Point Facility, the Mississippi Transactions are part
of the OpCo Debtors' ongoing efforts to disentangle themselves
from Mr. Yung and Columbia Sussex, Mr. Kaufman tells the Court.

The cure amount with respect to the Vicksburg Master Agreement is
$98,428.  The OpCo Debtors propose to pay the Cure Amount to the
City of Vicksburg promptly after the Court's approval of the
Assumption Motion.  The OpCo Debtors assert that payment of the
Cure Amount, combined with their available cash on hand,
demonstrate adequate assurance of future performance and satisfy
the requirements of Section 365(b)(1)(C) of the Bankruptcy Code.

                           *     *     *

The City of Vicksburg Master Agreement is deemed to be assumed by
the OpCo Debtors pursuant to Section 365 of the Bankruptcy Code
upon the closing of the Mississippi Transactions.

The Cure Amount is also approved.  Payment of the Cure Amount
will constitute the cure of any and all defaults arising under
the Master Agreement that are required to be cured by Section
365(b)(1)(A) of the Bankruptcy Code.

Upon payment of the Cure Amount, all counterparties to the Master
Agreement are barred and permanently enjoined from asserting
against the OpCo Debtors any default, claim, or liability
existing, accrued, arising, or relating to the Master Agreement
for the period before November 3, 2009, the date of the order.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Changes to Icahn Casino Sale Deal Okayed
-------------------------------------------------------
Tropicana Entertainment LLC and the other OpCo Debtors, a group of
Tropicana entities owning casinos and resorts in Atlantic City,
New Jersey and Evansville, Indiana, obtained authorization from
the U.S. Bankruptcy Court for the District of Delaware to enter
into an amended agreement for the sale of the Tropicana Casino and
Resort - Atlantic City and certain other assets.

Tropicana in June this year obtained approval from the Delaware
Bankruptcy Court of the sale of the Tropicana AC Resort to a group
of investors led by Carl Icahn.  The Delaware Court confirmed on
May 5, 2009, separate Chapter 11 plans proposed by the OpCo
Debtors and the LandCo Debtors, both of which comprise the
Delaware Debtors.  The OpCo Plan provided for the sale of the
Tropicana AC Resort by the reorganization of the OpCo Debtors'
remaining business portfolios.  Adamar of New Jersey Inc. and
other affiliated entities, which directly own the Tropicana AC
Resort, was sent to Chapter 11 in New Jersey to close the sale.

The sale deal, which was also signed by the New Jersey Debtors,
was amended after the lenders who are purchasing the Tropicana AC
Resort wanted to effectuate a "G Reorganization" pursuant to
Section 368(a)(1)(G) of the Internal Revenue Code.  The primary
benefit of a "G Reorganization" is that a business can be acquired
with a historic tax basis rather than a tax basis determined by
reference to the amount of a credit bid.   Under the transaction,
Reorganized Tropicana; "Newco," an unspecified direct wholly owned
subsidiary of Reorganized Tropicana; and "Newco Sub," an
unspecified direct wholly owned subsidiary of Newco  as the
"Buyer" under the sale deal.

Another group of former units of Tropicana -- the LandCo Debtors -
- filed a limited objection to the proposed sale deal amendment.
Both the OpCo Plan and the now-consummated LandCo Plan expressly
reserve for post-consummation resolution the applicable rights of
the OpCo Debtors and the LandCo Debtors in and to any and all
"Intellectual Property Rights," which were agreed to ride through
the bankruptcy cases unaffected, maintained Robert S. Brady, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
counsel for the Liquidating LandCo Debtors and Tropicana Las
Vegas, Inc.

Mr. Brady contended that the proposed order to the OpCo Debtors'
Amended Sale Motion contains provisions that, inconsistent with
the negotiated ride-through agreement and provisions of both
Plans, among other things, could be argued to override the OpCo
Plan and the OpCo Confirmation Order.

Out of an abundance of caution and in order to ensure that the
agreements regarding intellectual property embodied in both the
OpCo Plan and the LandCo Plan are honored and not altered, LandCo
seeks that certain portions of the proposed Amended Sale Order be
revised to include certain language.

Absent the clarifying language, LandCo objects to the Amended
Sale Motion on the grounds that it could be argued to
impermissibly modify the LandCo Plan and the OpCo Plan and thus,
unduly prejudice LandCo's Intellectual Property Rights.

                         *     *     *

Following a hearing, Bankruptcy Judge Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware granted on
November 4, 2009, the OpCo Debtors' request to authorize the
Delaware Parties to enter into the Amended and Restated Purchase
Agreement with respect to the sale of the Tropicana Casino and
Resort - Atlantic City and the assets of the New Jersey Debtors.

The June 24, 2009 Original Sale Order and the May 5, 2009
Confirmation Order are modified or amended solely to approve the
provisions of the Amended Agreement and certain modifications to
the OpCo Plan.

The Amended Agreement and all other ancillary documents are
approved.  The Amended Agreement and any related agreements,
documents, or other instruments may be modified, amended, or
supplemented by the parties, in a writing to be signed by all
parties, without further notice, hearing, or order of the Court,
provided that any modification, amendment, or supplement does not
have a material and adverse effect on the OpCo Debtors or their
estates.

The proposed modifications to the OpCo Plan are also approved.
The Modified OpCo Plan is deemed accepted by all creditors who
have previously accepted the original OpCo Plan.

All objections that have not been waived, withdrawn, or settled
are overruled.

A copy of the November 4, 2009 Sale Order, including a copy of
the Amended Agreement, is available for free at:

  http://bankrupt.com/misc/Tropi_OpCoDOrdAmAgreement110409.pdf

Judge Judith Wizmur of the U.S. Bankruptcy Court for the District
of New Jersey, who presides over the Chapter 11 cases of the New
Jersey Debtors, entered a separate order approving the Restated
Purchase Agreement.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Want to Fix Admin. Claims Deadline
------------------------------------------------------------
Adamar of New Jersey Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of New Jersey to establish the
date, which is 45 days after the "Closing Date" of the sale of
substantially all of the New Jersey Debtors' assets as the last
day by which certain claimants must file claims for administrative
expenses pursuant to Section 503(b) of the Bankruptcy Code and
entitled priority pursuant to Section 507(a)(2).

Section 503(b) governs the allowance of administrative expense
claims.  It provides that administrative expense claims are "the
actual and necessary costs and expenses of preserving the
estate," and that an entity can "timely file a request for
payment of an administrative expense," with the claim to be
allowed after notice and a hearing.  Section 507(a)(2) relates to
priority of administrative expenses allowed under Section 503(b),
and any fees and charges assessed against an estate under Chapter
123 of the Judiciary and Judicial Procedure Code.

As previously reported, the Court entered an order on May 27,
2009, fixing a bar date for filing proofs of claim including
administrative expense claims pursuant to Section 503(b)(9),
pursuant to which July 17, 2009, was fixed as the Section
503(b)(9) Administrative Expense Claims Bar Date.

Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, New Jersey, relates that the Court entered
an order on November 4, 2009, approving the Amended and Restated
Purchase Agreement and sale of substantially all of the New
Jersey Debtors' assets, free and clear of all liens, claims,
encumbrances, and interest.  Pursuant to the Amended Agreement:

  -- applicable "specified parties" agreed to assume and
     thereafter pay, among other things, "any and all
     Liabilities for postpetition ordinary course obligations
     and trade payables of the Business as of the Closing Date
     (excluding any expenses incurred with respect to the
     administration of the Sellers' bankruptcy cases) that are
     Allowed administrative expenses under Section 503(b) of the
     Bankruptcy Code;" and

  -- certain "secured parties" agreed to 'carve-out' sufficient
     funds from the cash sold to them under the Amended
     Agreement to satisfy "the aggregate amount of other
     administrative expense Claims under Section 503(b) and
     507(a) of the Bankruptcy Code not assumed ... and no
     constituting Unpaid Advisor Fees, Secured Party Advisor
     Fees or obligations pursuant to a [certain] clause F."

To assess the total amount of administrative expense claims that
are being assumed by applicable "Specified Party" or paid from
the "carved out" cash, the Amended Agreement provides for an
Administrative Expense Claim Deadline, which is to be 45 days
after the Closing Date, or a later date as may be agreed by the
Specified Parties, on the one hand, and the applicable Seller, on
the other hand.

In turn, the Closing Date is defined to mean the date that is the
fourth business day on which all conditions to Closing have been
satisfied or, if permissible, waived by the party to make such a
waiver or at such other time as certain parties may agree.

The exact Closing Date is unknown at this time, Ms. Volkov says,
because certain conditions must be satisfied for the sale
transaction to be consummated.  However, the New Jersey Debtors
seek the Court's approval of the Administrative Expense Claim
Deadline before the Closing Date so that affected creditors have
sufficient time to review their books and records, and file
proofs of administrative expense claims.

Ms. Volkov clarifies that these claimants need not file
Administrative Expense Claims before the Administrative Expense
Claims Bar Date:

  (a) those that already have filed Section 503(b)(9)
      Administrative Expense Claims against the New Jersey
      Debtors' estates;

  (b) those that already have an allowed Administrative Expense
      Claim; and

  (c) professionals retained by the New Jersey Debtors under
      Sections 327, 330, and 331 of the Bankruptcy Code.

The New Jersey Debtors further clarify that should any claimant
fail to file a timely request for allowance of an Administrative
Expense Claim, its claim will not be allowed by the Court nor
paid by the New Jersey Debtors.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TXCO RESOURCES: Creditors Object to TXCO Asset Sale to Newfield
---------------------------------------------------------------
Law360 reports that TXCO Resources Inc. submitted a disclosure
statement and reorganization plan, a day after the unsecured
creditors committee objected to the company's proposed asset sale
to Newfield Exploration Co.

As reported by the TCR on Nov. 11, TXCO Resources has entered into
a definitive Purchase and Sale Agreement to sell a substantial
portion of its assets to Newfield Exploration Company for total
consideration of $223 million in cash, subject to customary
purchase price adjustments for, among other things, title and
environmental defects in excess of specified thresholds that TXCO
is unable to cure prior to the closing date.  The sale is expected
to close before Feb. 28, 2010, but the economic effective date of
the sale will be Jan. 1, 2010.

Under the terms of the agreement, certain assets are excluded from
the assets being purchased by Newfield and will be retained by
TXCO, including, among others, TXCO's drilling rigs, offshore
properties, Oklahoma properties, non-operated properties within
the Williston Basin, non-operated properties in south Texas
outside of Maverick, LaSalle, Zavala and Dimmit Counties, and its
interests in the "Dexter Waterflood Unit", the "Forrest WM B1U"
and the "Vinton Dome."

The agreement contains customary representations, warranties,
covenants, and indemnities of TXCO and Newfield, and certain
termination rights for each of Newfield and TXCO, including, among
others, the right of either party to terminate the Agreement if
uncured title and environmental defects exceed 10% of the
unadjusted purchase price or if the Bankruptcy Court approves a
superior proposal or alternative plan of reorganization, and
Newfield's right to terminate:

   -- after Nov. 18, 2009, if the Bankruptcy Court has not
      approved an order approving the bid protection measures and
      no-shop covenants contained in the Agreement;

   -- on or after Jan. 14, 2010, if TXCO has not notified Newfield
      that it does not intend to pursue a superior proposal or
      alternative plan of reorganization;

   -- if the Bankruptcy Court has not entered an order on or
      before Jan. 31, 2010, authorizing the sale of the assets to
      Newfield; and

   -- if an order of the Bankruptcy Court authorizing the sale of
      the assets to Newfield is not final by Feb. 15, 2010.

In addition, the agreement will be deemed terminated upon the
consummation of any superior proposal or alternative plan of
reorganization.

Furthermore, the agreement also provides that if a superior
proposal or alternative plan of reorganization is consummated,
TXCO may be required, under certain circumstances, to pay Newfield
a termination fee equal to 3% of the unadjusted purchase price
plus reimbursement of expenses not to exceed $500,000.

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.


UAL CORP: Bank Debt Trades at 23% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 77.11 cents-
on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.86
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 13, 2013.  United Air pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among the 172 widely
quoted syndicated loans, with five or more bids, in secondary
trading in the week ended Nov. 13.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: FMR Corp. Disclosed 15% Equity Stake in UAL Corp
----------------------------------------------------------
In a Schedule 13-G/A filed with the U.S. Securities and Exchange
Commission dated November 9, 2009, FMR Corp. disclosed that it
beneficially owns 25,618,940 shares of UAL Corp. Common Stock,
representing 15% of UAL's total outstanding shares.

UAL has 167,040,862 outstanding shares of common stock as of
October 16, 2009.

FMR has sole power to vote or to direct the voting of 47,801
shares.

FMR has sole power to dispose of or to direct the disposition of
25,618,940 shares.

            Fidelity Management & Research

As a wholly owned subsidiary of FMR Corp., and as investment
adviser to various investment companies, Fidelity Management &
Research Company is the beneficial owner of 25,571,139 shares or
14.972% of UAL's common stock outstanding.

The number of UAL shares owned by the investment companies at
October 31, 2009, included 1,370,919 shares of Common Stock
resulting from the assumed conversion of $44,740,000 principal
amount of UAL CORP CV 4.5% 6/30/21 144A -- 30.6419 shares of
Common Stock for each $1,000 principal amount of debenture.

The number of UAL shares owed by the investment companies at
October 31, 2009, included 269,956 shares of common stock
resulting from the assumed conversion of $8,810,000 principal
amount of UAL Corp. CONV 4.5% 6/30/21 -- 30.6419 shares of Common
Stock for each $1,000 principal amount of debenture.

The number of UAL shares owned by the investment companies at
October 31, 2009, included 2,071,824 shares of Common Stock
resulting from the assumed conversion of $18,000,000 principal
amount of UAL Corp. CONV 6% 10/15/29 -- 115.1013 shares of Common
Stock for each $1,000 principal amount of debenture.

FMR and its chairman, Edward C. Johnson 3d, through their control
of Fidelity and the funds, each has sole power to dispose of the
25,571,139 shares owned by the Funds.

Members of Mr. Johnson's family are the predominant owners,
directly or through trusts, of Series B shares of FMR common
stock representing 49% of FMR's voting power.  The Johnson family
group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B shares
will be voted in accordance with the majority vote of Series B
shares.  Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR.

Neither FMR LLC nor Mr. Johnson has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.

An indirect wholly-owned subsidiary of FMR LLC, Pyramis
Global Advisors Trust Company is the beneficial owner of
4,290 shares or 0.003% of the outstanding Common Stock of UAL
Corp. as a result of its serving as investment manager of
institutional accounts owning these shares.  The number of UAL
shares owned by the institutional accounts at October 31, 2009,
included 4,290 shares of Common Stock resulting from the assumed
conversion of $140,000 principal amount of UAL CORP CONV 4.5%
6/30/21 -- 30.6419 shares of Common Stock for each $1,000
principal amount of debenture.

FMR and Edward C. Johnson 3d, through their control of Pyramis
Global Advisors Trust Company, each has sole dispositive power of
4,290 shares and sole power to vote or to direct the voting of
4,290 shares.

                     Officer Disposal Of Stock

Kathryn A. Mikells, executive vice president and chief financial
officers of UAL Corporation, informed the U.S. Securities and
Exchange Commission on November 5, 2009, of her disposition of
2,209 shares of UAL's common stock at $6.64 per share.  After the
disposition of the shares, she beneficially owned 39,005 shares
of UAL common stock.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Has Approval of Settlement With RAIC & UMB
----------------------------------------------------
United Air Lines, Inc., filed with the Court on October 29, 2009,
a copy of the settlement agreement it entered into with the city
of Los Angeles, acting by and through the Board of Airport
Commissioners of its Department of Airports, UMB Bank, N.A., as
successor trustee for a $25,000,000 in remaining principal
outstanding Adjustable-Rate Facilities Lease Refunding Revenue
Bonds, issue of 1984 and $34,390,000 in remaining principal
outstanding 6.785% Facilities Lease Refunding Revenue Bonds, issue
f 1992, and Regional Airports Improvement
Corporation.

Christopher W. Sandifer, managing director of corporate real
estate for United, said that based on his review of the
prospective financial impact of the Settlement Agreement,
United's entry into the Settlement Agreement is in the airline's
best interest.

Subsequently, on behalf of United, Micah E. Marcus, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, disclosed that RAIC
voiced several concerns with respect to the Settlement Agreement,
including the treatment of RAIC's claims, the effect of the
Settlement Agreement and draft order on the indentures, and the
lack of releases for RAIC.

To address these concerns, United, UMB Bank and RAIC entered into
an addendum to the Settlement Agreement, whereby:

  * UMB Bank will pay $230,000 to RAIC taken from payments
    totaling $75,000,000 to be paid to UMB Bank under the
    Settlement Agreement.

  * The Parties acknowledge that:

     (i) the bonds are deemed fully paid and discharged, and are
         no longer deemed to be outstanding under the indentures
         executed between RAIC and Crocker National Bank, as
         predecessor trustee to UMB regarding the Bonds; and

    (ii) the Indentures are deemed to be discharged.

  * The Parties agree to mutual releases with respect to the
    Bonds and claims asserted by UMB, United, the City and RAIC.

The Bankruptcy Court approved the Settlement Agreement, as
supplemented.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Hearing on Closing of Ch. 11 Cases November 25
--------------------------------------------------------
The Bankruptcy Court will consider at a hearing on November 25,
2009, UAL Corp. and its affiliates' motion for a final decree
closing their Chapter 11 cases.  The Hearing has been adjourned
five times since the original July 29, 2009 schedule.

Section 350(a) of the Bankruptcy Code provides that after an
estate is fully administered and the court has discharged the
trustee, the court will close the case.

UAL said in July this year that it has worked diligently to
implement the terms of the Court-confirmed reorganization plan.

A status hearing on the Chapter 11 cases has also been scheduled
for November 25, 2009.  The status hearing was previously
scheduled for November 11, 2009.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


US AIRWAYS: Reports October Traffic Results
-------------------------------------------
US Airways Group, Inc., announced October and year-to-date 2009
traffic results.  Mainline revenue passenger miles (RPMs) for the
month were 4.7 billion, down 0.8 percent versus October 2008.
Capacity was 5.7 billion available seat miles (ASMs), down 1.6
percent versus October 2008. Passenger load factor for the month
of October was a record 82.6 percent, up 0.7 points versus October
2008.

US Airways President Scott Kirby said, "Our October consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) decreased approximately 10 percent versus the same period
last year while total revenue per available seat mile decreased
approximately 9 percent on a year-over-year basis.  The revenue
outlook continues to show material signs of improvement with
continued strength in both close-in bookings and yields."

For the month of October, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 82.1 percent with a completion factor of 99.2 percent.

These summarizes US Airways Group's traffic results for the month
and year-to-date ended October 31, 2009 and 2008, consisting of
mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines.

                      US Airways Mainline
                            October

                                 2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,696,340   3,822,641      (3.3)
Atlantic                         786,348     696,416      12.9
Latin                            185,395     184,428       0.5
                                ---------   ---------
Total                          4,668,083   4,703,485      (0.8)

Mainline Available Seat Miles (000)

Domestic                       4,458,467   4,614,040      (3.4)
Atlantic                         956,664     907,077       5.5
Latin                            236,438     224,359       5.4
                                ---------   ---------
Total                          5,651,569   5,745,476      (1.6)

Mainline Load Factor (%)

Domestic                            82.9        82.8   0.1  pts
Atlantic                            82.2        76.8   5.4  pts
Latin                               78.4        82.2  (3.8) pts
                                ---------   ---------
Total Mainline Load Factor          82.6        81.9   0.7 pts

Mainline Enplanements

Domestic                       3,856,912   4,060,535  (5.0)
Atlantic                         191,209     179,983   6.2
Latin                            154,878     160,751  (3.7)
                                ---------   ---------
Total Mainline Enplanements    4,202,999   4,401,269  (4.5)

                          YEAR TO DATE

                                 2009        2008  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      37,427,591  40,603,251  (7.8)
Atlantic                       8,243,254   7,554,057   9.1
Latin                          3,550,669   3,498,357   1.5
                               ----------  ----------
Total                         49,221,514  51,655,665  (4.7)

Mainline Available Seat Miles (000)

Domestic                      44,585,403  49,025,611  (9.1)
Atlantic                      10,530,656   9,617,337   9.5
Latin                          4,542,926   4,226,361   7.5
                               ----------  ----------
Total                         59,658,985  62,869,309  (5.1)

Mainline Load Factor (%)

Domestic                        83.9         82.8      1.1  pts
Atlantic                        78.3         78.5     (0.2) pts
Latin                           78.2         82.8     (4.6) pts
                              ----------  ----------
Total                            82.5         82.2      0.3  pts

Mainline Enplanements

Domestic                     38,135,839   41,616,372  (8.4)
Atlantic                      2,092,872    1,938,515   8.0
Latin                         2,872,916    2,860,215   0.4
                              ----------   ----------
Total                        43,101,627   46,415,102  (7.1)

                      US Airways Express
              (Piedmont Airlines, PSA Airlines)
                           September

                                2009        2008    % Change

Express Revenue Passenger Miles (000)
Domestic                        193,369     185,490     4.2

Express Available Seat Miles (000)
Domestic                        264,707     271,880    (2.6)

Express Load Factor (%)
Domestic                           73.1        68.2     4.9  pts

Express Enplanements
Domestic                        724,604     692,779     4.6

                        YEAR TO DATE

                                2009        2008   % Change

Express Revenue Passenger Miles (000)
Domestic                      1,800,943   1,846,191   (2.5)

Express Available Seat Miles (000)
Domestic                      2,642,031   2,734,864   (3.4)

Express Load Factor (%)
Domestic                           68.2        67.5    0.7 pts

Express Enplanements
Domestic                      6,674,106   6,645,408    0.4

             Consolidated US Airways Group, Inc.
                         October

                                   2009         2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,889,709    4,008,131    (3.0)
Atlantic                        786,348      696,416    12.9
Latin                           185,395      184,428     0.5
                              ----------   ----------
Total                         4,861,452    4,888,975    (0.6)

Consolidated Available Seat Miles (000)

Domestic                      4,723,174    4,885,920    (3.3)
Atlantic                        956,664      907,077     5.5
Latin                           236,438      224,359     5.4
                              ----------   ----------
Total                         5,916,276    6,017,356    (1.7)

Consolidated Load Factor (%)

Domestic                           82.4        82.0   0.4  pts
Atlantic                           82.2        76.8   5.4  pts
Latin                              78.4        82.2  (3.8)  pts
                              ----------  ----------
Total                              82.2        81.2   1.0   pts

Consolidated Enplanements

Domestic                      4,581,516   4,753,314    (3.6)
Atlantic                        191,209     179,983     6.2
Latin                           154,878     160,751    (3.7)
                              ----------  ----------
Total                         4,927,603   5,094,048    (3.3)

                        YEAR TO DATE

                                   2009        2008  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     39,228,534   42,449,442  (7.6)
Atlantic                      8,243,254    7,554,057   9.1
Latin                         3,550,669    3,498,357   1.5
                              ----------   ----------
Total                        51,022,457   53,501,856  (4.6)

Consolidated Available Seat Miles (000)

Domestic                     47,227,434   51,760,475  (8.8)
Atlantic                     10,530,656    9,617,337   9.5
Latin                         4,542,926    4,226,361   7.5
                             ----------   ----------
Total                        62,301,016   65,604,173  (5.0)

Consolidated Load Factor (%)

Domestic                           83.1         82.0   1.1  pts
Atlantic                           78.3         78.5  (0.2) pts
Latin                              78.2         82.8  (4.6) pts
                              ----------   ----------
Total Consolidated Load Factor     81.9         81.6   0.3  pts

Consolidated Enplanements

Domestic                     44,809,945    48,261,780 (7.2)
Atlantic                      2,092,872     1,938,515  8.0
Latin                         2,872,916     2,860,215  0.4
                              ----------    ----------
Total                        49,775,733    53,060,510 (6.2)

US Airways is also providing a brief update on notable company
accomplishments during the month of October:

  * Announced the realignment of its operations to focus on the
    airline's core network strengths, which include hubs in
    Charlotte (CLT), Philadelphia (PHL) and Phoenix (PHX), and a
    focus city at Washington's National Airport (DCA).  Those
    four cities, as well as the airline's popular hourly Shuttle
    service between New York's LaGuardia Airport (LGA), Boston
   (BOS) and Ronald Reagan Washington National Airport (DCA),
    will serve as the cornerstone of the airline's network.  By
    the end of 2010 they will represent 99 percent of the ASMs
    versus roughly 93 percent today.

  * Began offering customers access to more than 250 airport
    clubs worldwide, including all US Airways Clubs,
    Continental's Presidents Clubs, United's Red Carpet Clubs
    and Star Alliance lounges with the purchase of a single,
    standard US Airways Club membership.  US Airways currently
    offers 17 Clubs located in 13 cities across the United
    States and one Envoy Lounge in Philadelphia.

  * Announced a new corporate sponsorship to become the official
    airline of the Philadelphia Flyers.  Aside from billing as
    the official airline of the Philadelphia Flyers, US Airways
    will feature in-game promotions and contests for fans and
    showcase rink-side dasher board signage at Flyers home games
    at the Wachovia Center.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Third Quarter Net Loss Down to $80 Million
------------------------------------------------------
US Airways Group, Inc., reported its third quarter 2009 results.
For the third quarter, the Company reported a net loss of
$80 million, or $(0.60) per share.  This compares to a net loss of
$866 million, or ($8.46) per share for the same period last year.
Excluding special items, the Company reported a net loss of
$110 million for its third quarter 2009, or ($0.83) per share.
This compares to a net loss excluding special items of
$243 million, or ($2.36) per share for the same period last year.

The effects of fuel hedging significantly impacted the Company's
financial results.  The Company believes an enhanced understanding
of fundamental year-over-year financial performance can be gained
by adjusting for these hedging impacts.  In the third quarter of
2009, the Company reported a realized fuel hedging loss of
$50 million, while in the third quarter 2008, the Company reported
a realized fuel hedging gain of $68 million.  Excluding special
items and net realized losses/gains on fuel hedging transactions,
the Company reported operating income of $23 million and a net
loss of $60 million for its 2009 third quarter.  This represents
an improvement of $284 million and $251 million, respectively,
versus the third quarter 2008 operating loss of $261 million and
net loss of $311 million as measured on the same basis.

US Airways Group, Inc. Chairman and CEO Doug Parker stated, "Our
third quarter financial results reflect the soft, but improving
economic environment.  Our team is doing an excellent job of
managing through this downturn, including reporting industry
leading operations performance, maintaining diligent cost control
and delivering meaningful a la carte revenue generation.  As we
look out at the improving demand environment for both business and
leisure travel, US Airways is in an excellent position to
capitalize on the recovering economy."

                 Revenue and Cost Comparisons

Total revenues in the third quarter were down 16.6 percent
versus the third quarter of 2008 due to a 3.6 percent decline in
total available seat miles (ASMs), lower yields as a result of
aggressive industry-wide fare sales, and the reduction in
business demand.  Total revenue per available seat mile was 12.08
cents, down 13.5 percent versus the same period last year.
Mainline passenger revenue per available seat mile (PRASM) in the
third quarter was 9.39 cents, down 17.1 percent versus the same
period last year.  Express PRASM was 17.50 cents, down 10.5
percent versus the third quarter 2008.  Total mainline and
Express PRASM was 10.75 cents, which was down 15.4 percent versus
the third quarter 2008.

Total operating expenses in the third quarter were down 31.3
percent over the same period last year due to a 51.7 percent
decrease in mainline and Express fuel expense.  Mainline cost per
available seat mile (CASM) in the third quarter was 11.00 cents,
down 31.3 percent versus the same period last year.  Excluding
fuel and special items, mainline CASM was 8.06 cents, down 0.3
percent from the same period last year, on a 3.5 percent decline
in mainline ASMs.

                            Liquidity

As of September 30, 2009, the Company had $2.0 billion in
total cash and investments, of which $0.5 billion was restricted.
During the third quarter, the Company raised approximately
$137 million through an underwritten common stock offering.
Proceeds from that offering are included in the total cash and
investments balance.  In addition, the Company closed on aircraft
financing of approximately $265 million during the third quarter.

                   Third Quarter Special Items

During its third quarter, the Company recognized special
items totaling a credit of $30 million.  These special items
included: $48 million of unrealized net gains associated with the
Company's fuel hedge contracts.  The unrealized gains in the
third quarter of 2009 are the result of the application of mark-
to-market accounting in which unrealized losses recognized in
prior periods are reversed as hedge transactions are settled in
the current period.  In addition, the Company recorded
$10 million of charges related to aircraft costs as a result of
previously announced capacity reductions, and $5 million in
severance and other charges.  The Company also recorded a non-
cash charge totaling $3 million to record an other-than-temporary
impairment for the Company's investments in auction rate
securities.

                  Other Notable Accomplishments

    * Announced a transaction with Delta Air Lines that will
      allow US Airways to expand service at Ronald Reagan
      Washington National Airport (DCA), and enter key business
      centers in Brazil and Japan.  US Airways will obtain 42
      pairs of Delta's slots at DCA and acquire the rights to
      expand to Tokyo, Japan and Sao Paulo, Brazil.
      Simultaneously, US Airways will transfer 125 pairs of its
      slots to Delta at New York's LaGuardia Airport (LGA).  The
      Company anticipates that the transaction will improve
      profitability by more than $75 million annually.  The
      transaction is subject to regulatory approval.

    * On a year-to-date basis, the Company ranks first among the
      major network carriers in on-time performance as measured
      by the DOT.  The Company has also made dramatic
      improvements in delivering bags and reducing customer
      complaints, improving these DOT metrics by more than 40
      and 35 percent, respectively, versus the same period last
      year.  The Company paid more than $4.5 million in bonuses
      to its 32,000 employees for operational performance during
      July and August.

    * Completed an underwritten public stock offering, which
      included the sale of 29 million shares of common stock at
      a price of $4.75 per share.  The net proceeds from this
      transaction after transaction costs, were approximately
      $137 million and will be used for general corporate
      purposes.

    * Launched US Airways' first-ever service to the Middle East
      with daily nonstop flying to Tel Aviv from its
      international gateway at Philadelphia International
      Airport.  Tel Aviv is the third of three new trans-
      Atlantic routes from Philadelphia in 2009.

    * Announced the first nonstop Caribbean destination from US
      Airways' Phoenix hub to Montego Bay, Jamaica.  This
      seasonal service is set to begin Dec. 17 and will run
      through April 12, 2010.

    * Announced a partnership with Gogo(R) Inflight Internet to
      provide Wi-Fi Internet access onboard 50 A321 aircraft,
      which will roll out in early 2010.  Full Internet service,
      including Web, Instant Messaging, email and VPN access,
      will be available for purchase to passengers with laptops
      or other Wi-Fi enabled devices.

    * Unveiled the US Airways Envoy Suite, the airline's
      innovative trans-Atlantic business class seats that will
      make their debut on a new A330-200 aircraft this November.
      Customers traveling on flights offering the Envoy Suite
      will enjoy a fully adjustable seat with lie-flat bed,
      direct aisle access from each Suite with all seats facing
      forward, an easy-to-reach technology panel, including a
      110-volt universal power outlet, satellite telephone and
      USB port, and a state-of-the-art personal entertainment
      system with a 12.1" adjustable touch-screen.

             Analyst Conference Call/Webcast Details

US Airways will conduct a live audio webcast of its earnings call
today at 1:00 p.m. EDT, which will be available to the public on a
listen-only basis at www.usairways.com under the Company Info>>
Investor Relations tab.  An archive of the call/webcast will be
available in the Public/Investor Relations portion of the Web site
through Nov. 22, 2009.

Immediately following the conference call, the airline will also
provide its investor relations guidance on its Web site
(www.usairways.com).  Information that could be provided includes
cost per available seat mile (CASM) excluding fuel and special
items, fuel prices and hedging positions, other revenues and
estimated interest expense/income.  The investor relations update
page also includes the airline's capacity, fleet plan, and
estimated capital spending for 2009.

A full-text copy of US Airway's Quarterly Report can be
accessed for free at SEC http://ResearchArchives.com/t/s?474e

                      US Airways Group, Inc.
               Condensed Consolidated Balance Sheet
                    As of September 30, 2009


Assets
Current Assets
  Cash and cash equivalents                     $1,242,000,000
  Restricted cash                                            0
  Accounts receivable, net                         341,000,000
  Materials and supplies, net                      237,000,000
  Prepaid expenses and other                       485,000,000
                                                --------------
Total current assets                             2,305,000,000
Property and equipment
  Flight equipment                               3,820,000,000
  Ground property and equipment                    887,000,000
  Less accumulated depreciation and amortization(1,109,000,000)
                                                --------------
                                                 3,598,000,000
  Equipment purchase deposits                      322,000,000
                                               ---------------
  Total property and equipment                   3,920,000,000
Other assets
  Other intangibles                                525,000,000
  Restricted cash                                  530,000,000
  Investments in marketable securities             228,000,000
  Goodwill                                                   0
  Other assets                                     236,000,000
                                                --------------
     Total other assets                          1,519,000,000
                                                --------------
     Total assets                               $7,744,000,000
                                                ==============

Liabilities and Stockholders' Deficit
Current liabilities
  Current maturities of debt and capital leases   $491,000,000
  Accounts payable                                 347,000,000
  Air traffic liability                            852,000,000
  Accrued compensation and vacation                193,000,000
  Accrued taxes                                    138,000,000
  Other accrued expenses                           836,000,000
                                                --------------
     Total current liabilities                   2,857,000,000
Noncurrent liabilities and deferred credits
  Long-term debt and capital leases              4,135,000,000
  Deferred gains and credits, net                  360,000,000
  Postretirement benefits other than pensions      103,000,000
  Employee benefit liabilities and other           549,000,000
                                                --------------
Total noncurrent liabilities and deferred        5,147,000,000
credits

Commitments and contingencies
Stockholders' deficit
  Common stock                                       2,000,000
  Additional paid-in capital                     2,103,000,000
  Accumulated other comprehensive income           109,000,000
  Accumulated deficit                           (2,461,000,000)
  Treasury stock                                   (13,000,000)
                                                --------------
  Total stockholders' deficit                     (260,000,000)
                                                --------------
Total liabilities and stockholders' deficit     $7,744,000,000
                                                ==============

                     US Airways Group, Inc.
       Condensed Consolidated Statements of Operations
         For Three Months Ended September 30, 2009

Operating revenues:
  Mainline passenger                            $1,757,000,000
  Express passenger                                662,000,000
  Cargo                                             23,000,000
  Other                                            277,000,000
                                                --------------
Total operating revenues                        2,719,000,000
Operating expenses:
  Aircraft fuel and related taxes                  534,000,000
  Loss(gain) on fuel hedging instruments, net        2,000,000
  Salaries and related costs                       553,000,000
  Express expenses                                 654,000,000
  Aircraft rent                                    171,000,000
  Aircraft maintenance                             174,000,000
  Other rent and landing fees                      148,000,000
  Selling expenses                                  99,000,000
  Special items, net                                15,000,000
  Depreciation and amortization                     63,000,000
  Goodwill impairment                                        0
  Other                                            300,000,000
                                                --------------
     Total operating expenses                    2,713,000,000
     Operating income(loss)                          6,000,000
Non-operating income(expense):
  Interest income                                    5,000,000
  Interest expense, net                            (81,000,000)
  Other, net                                       (10,000,000)
                                                --------------
      Total non-operating expense, net             (86,000,000)
                                                --------------
Loss before income taxes                           (80,000,000)
  Income tax provision                                       0
                                                --------------
Net loss                                          ($80,000,000)
                                                ==============

                     US Airways Group, Inc.
       Condensed Consolidated Statement of Cash Flows
          For Nine Months Ended September 30, 2009

Net Cash provided by(used in)investing activities $130,000,000
Cash flows from investing activities:
  Purchases of property and equipment             (676,000,000)
  Purchases of marketable securities                         0
  Sales of marketable securities                    20,000,000
  Proceeds from sale of other investments                    0
  Decrease(increase) in long-term restricted cash   10,000,000
  Proceeds from dispositions of property and equip. 55,000,000
  Increase in equipment purchase deposits          (55,000,000)
                                                --------------
Net cash used in investing activities             (646,000,000)

Cash flows from financing activities:
  Repayments of debt and capital lease obligations(271,000,000)
  Proceeds from issuance of debt                   803,000,000
  Deferred financing costs                         (11,000,000)
  Proceeds from issuance of common stock, net      203,000,000
                                                --------------
Net Cash provided by financing activities          724,000,000
                                                --------------
Net increase(decrease) in cash and cash equiv.     208,000,000
Cash and cash equivalents at beginning period    1,034,000,000
                                                --------------
Cash and cash equivalents at end of period      $1,242,000,000
                                               ===============

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Updates Operational Outlook for 2009
------------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on October 22, 2009, a report updating its
financial and operational outlook for 2009:

  * 2009 Capacity Guidance -- For 2009, domestic mainline
    capacity will be down eight to ten percent while total
    mainline capacity will be down four to six percent.  Express
    capacity will be down four to six percent.  US Airways
    entered into a term sheet to sell 10 of its Embraer 190
    aircraft to Republic Airline Inc.  Through October 21, 2009,
    five of the 10 aircraft sales have been completed and the
    remaining five are expected to close in the fourth quarter
    of 2009.  US Airways will lease back eight of the 10
    aircraft from Republic for periods ranging from one to seven
    months.  The impact to mainline capacity is immaterial for
    the remainder of 2009.  The Company continues to evaluate
    other options for the remaining 15 Embraer 190 aircraft.  In
    addition, the Company expects to incur a non-operating
    special charge (non-cash) of approximately $47 million
    related to this transaction.

  * Cash -- As of September 30, 2009, the Company had
    approximately $2.0 billion in total cash and investments, of
    which $0.5 billion was restricted.  In addition, as of
    September 30, 2009, the Company's Auction Rate Securities
    had a book value of $228 million ($411 million par value).
    While these securities are held as investments in non-
    current marketable securities on the Company's balance
    sheet, they are included in the Company's unrestricted cash
    calculation.  During the third quarter, the Company
    completed an underwritten public stock offering, which
    included the sale of 29 million shares of common stock at a
    price of $4.75 per share.  The net proceeds from this
    transaction after transaction costs, were approximately
    $137 million and are included in the total cash and
    investments balance.

  * Fuel - The Company's legacy fuel hedge positions are now
    closed and the Company has not entered into any new hedge
    contracts since the third quarter, 2008.  For the fourth
    quarter 2009, the Company anticipates paying between $2.08
    and $2.13 per gallon of jet fuel (including taxes).

  * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
    earnings excluding special items up to a 10% pre-tax margin
    and 15% above the 10% margin.  Profit sharing is excluded in
    the CASM guidance given below.

  * Cargo/Other Revenue -- cargo revenue, ticket change fees,
    excess/overweight baggage fees, first and second bag fees,
    contract services, simulator rental, airport clubs,
    Materials Services Company (MSC), and inflight service
    revenues.  The Company's a la carte revenue initiatives are
    expected to generate in excess of $400 million in revenue in
    2009.

  * Taxes/NOL -- As of December 31, 2008, the Company had
    approximately $1.4 billion of gross net operating loss
    carryforwards to reduce federal taxable income,
    substantially all of which are available to reduce taxable
    income in 2009.  In the first nine months of 2009, the
    Company recognized a tax loss, which increased Federal NOL
    available to approximately $2.2 billion as of September 30,
    2009.  The Company's net deferred tax asset, which includes
    the NOL, is subject to a full valuation allowance.  As a
    result, income tax benefits are not recognized in the
    Company's statement of operations.  Future utilization of
    the NOL will result in a corresponding decrease in the
    valuation allowance and offset the Company's tax provision
    dollar for dollar.  As of September 30, 2009 the Company's
    federal valuation allowance is $595 million and the state
    valuation allowance is $88 million.

The Company reported a loss in the nine months ended
September 30, 2009, and did not recognize a tax provision in this
period.  To the extent profitable for the full year 2009, the
Company will use NOL to reduce federal and state taxable income.
The Company does not expect to be subject to AMT liability in
2009; however, it could be obligated to record and pay state
income tax related to certain states where NOL may be limited or
not available to be used.

A full-text copy of the Investor Relations Update is available
for free at http://ResearchArchives.com/t/s?474f

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Pilots Request Mediation of Stalled Contract
--------------------------------------------------------
The US Airline Pilots Association, representing the pilots of US
Airways, applied to the National Mediation Board (NMB) to request
mediation of the currently single contract negotiations for all US
Airways pilots.  US Airways pilots work under two separate
contracts, covering the pre-merger US Airways and former America
West pilot groups.

The US Airways pilots entered contract negotiations with
management in November 2005 under the terms of a Transition
Agreement at the time of the US Airways and America West merger.
In April, USAPA requested an NMB facilitator to assist the parties
in reaching an agreement, but that proposal was rejected by US
Airways.

"Our pilots have been laboring under substandard bankruptcy and
ATSB-era contracts for years prior to the start of these
negotiations, which have gone nowhere," said Captain Mike Cleary,
president of USAPA.  "After four fruitless years, we have
determined that the current negotiations are hopelessly stalled.
As we predicted in April, US Airways' rejection of an NMB
facilitator amounted to nothing more than a delay tactic, and we
questioned then management's sincerity in desiring to reach any
agreement.  Sure enough, seven months down the road, the US
Airways pilots are hardly a step closer to an industry-standard
contract."

"Industry-standard pilot wages and working conditions will allow
our company to compete on equal ground with other airlines,"
President Cleary continued.  "US Airways pilots have tired of the
rhetoric and welcome the opportunity to negotiate under the
auspices of NMB Mediation and the Railway Labor Act, where impasse
allows us to persuade our company to do the right thing."

                       About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


U.S. SHIPPING PARTNERS: Exits From Chapter 11 With Less Debt
------------------------------------------------------------
U.S. Shipping Corp has emerged from Chapter 11 bankruptcy
protection pursuant to the Third Plan of Reorganization approved
by the U.S. Bankruptcy Court for the Southern District of New York
on October 1, 2009.

"We are very pleased to be out of Chapter 11," said Joseph
Gehegan, President and Chief Executive Officer.  "We accomplished
the goals we set out at the beginning of this process: maintain
business as usual through the reorganization, reduce our debt and
emerge in an expedited manner with a sustainable capital
structure."

"I would like to extend my gratitude to our customers and
suppliers for their trust, loyalty and confidence during the
reorganization and to our employees, both ashore and afloat, for
their hard work and dedication," said Mr. Gehegan. "We would also
like to thank our creditors for their confidence in us and in the
future of the Company."

"With this reorganization behind us, U.S. Shipping Corp is poised
to capitalize on its position as a leader in its industry," said
Mr. Gehegan.  "We are committed to continue the highest standards
of operation and care for health, safety and the environment, and
to deliver the superior service for which U.S. Shipping is known."

Under the Plan as implemented, $100 million of second lien debt
was extinguished in exchange for 45% of the equity of U.S.
Shipping Corp and the principal amount of the first lien debt was
reduced to $300 million at an improved rate of interest.  The
holders of the first lien debt received 45% of the equity of the
Company, and 10% of the equity has been set aside for management.
The existing and outstanding common units, subordinated units and
general partnership interests of the U.S. Shipping Partners L.P.
were cancelled and receive no recovery.

As announced previously, in conjunction with its emergence from
Chapter 11, U.S. Shipping Corp appointed Joseph Gehegan as
President and Chief Executive Officer, Al Bergeron as Vice
President -- Chief Financial Officer and Jeffrey Miller as Vice
President -- Chartering. Pursuant to the Plan, a new Board of
Directors was appointed.

                   About U.S. Shipping Partners

U.S. Shipping Partners L.P. (PINKSHEETS: USSPZ) --
http://www.usslp.com/-- is a leading provider of long-haul marine
transportation services for refined petroleum, petrochemical and
commodity chemical products in the U.S. domestic coastwise trade.
The Company's existing fleet consists of twelve tank vessels: four
integrated tug barge units; one product tanker; three chemical
parcel tankers and four ATBs.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros.  Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee.  U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.


UTSTARCOM INC: Posts $34.6 Million Net Loss in Q3 2009
------------------------------------------------------
UTStarcom, Inc., filed with the Securities and Exchange Commission
on November 9, 2009, its financial results for the third quarter
ended September 30, 2009.

The Company reported a net loss of $34.6 million for the three
months ended September 30, 2009, compared with a net loss of
$55.9 million in the same period in 2008.

Net sales decreased by 61% to $70.5 million during the three
months ended September 30, 2009, compared to the same period in
2008.  The decrease was primarily due to decrease in sales of all
operating segments except the service segment.

Gross profit was $24.2 million, or 34% of net sales, in the three
months ended September 30, 2009, compared to $57.3 million, or 32%
of net sales, in the corresponding period of 2008.  The decrease
in gross profit in absolute dollars was mainly due to decrease in
overall sales.  The increase in gross profit as percentage of net
sales was primarily due to lower provision for anticipated
contract losses and sales of certain handsets during the quarter
which were previously reserved.

Selling, general and administrative expenses were $33.1 million
for the three months ended September 30, 2009, a decrease of
$26.3 million as compared to $59.4 million for the same period in
2008.  The decrease was primarily as a result of management
restructuring and other cost reduction initiatives.

The Company reported a net loss of $186.3 million for the nine
months ended September 30, 2009, compared with a net loss of
$69.4 million in the same period in 2008.

Net sales decreased by 81% to $270.0 million during the nine
months ended September 30, 2009, compared to the same period in
2008.  The decrease was primarily due to disposal of PCD and the
Mobile Solutions Business Unit in 2008 and disbandment of the
operations formerly included in the Other segment in the first
quarter of 2009.

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4968

                 Liquidity and Capital Resources

Cash and cash equivalents, consisting primarily of bank deposits
and money market funds, were $237.1 million at September 30, 2009,
compared with $309.6 million at December 31, 2008.  At
September 30, 2009, cash and cash equivalents approximating
$91.3 million was held by the Company's subsidiaries in China.

Cash used in operating activities during the nine months ended
September 30, 2009, was $89.2 million, compared with cash used in
operating activities of $31.9 million in the same period of 2008.
Cash used in operating activities in the nine months ended
September 30, 2009, resulted primarily from the net loss of
$186.3 million offset by non-cash charges including $10.2 million
of depreciation and amortization, $9.4 million stock-based
compensation, $5.5 million other-than-temporary impairment of two
equity investments and also offset by changes in operating assets
and liabilities providing net cash of $73.6 million.

Cash provided by investing activities during the nine months ended
September 30, 2009, and 2008, was $14.9 million and
$245.7  million, respectively.  Cash provided from investing
activities in the nine months ended September 30, 2009, included
$10.0 million of cash proceeds released from escrow in July 2009
related to sale of PCD, $1.6 million of cash proceeds from the
sale of the Company's investment in PCD LLC and $1.5 million cash
proceeds from the divestiture of the Company's Korea operations.

Cash used in financing was $388,000 during the nine months ended
September 30, 2009.  Cash used in financing activities during the
nine months ended September 30, 2008, of $333.2 million related
primarily to the repayment of the convertible subordinated notes
of $274.6 million on March 1, 2008, and the net repayment of
$48.0 million of other bank loans during 2008.

                       Going Concern Doubt

The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively.  During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million.  The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009.  At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion.  The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively.  Cash used in operations was $89.2 million
during the nine months ended September 30, 2009.  The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed source for borrowings is a credit
facility in China.  During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed.  The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.

While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  The
Company's  independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


VENETIAN MACAU: Bank Debt Trades at 7.44% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co., LLC, is a borrower traded in the secondary market at
92.56 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.94 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2011.  The Company pays 550
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is also one of the biggest gainers and losers among the
172 widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands Corp. is a borrower traded in the secondary market at
81.46 cents-on-the-dollar during the week ended Friday, Nov. 13,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.56 percentage points from the previous week, The Journal
relates.  The loan matures on May 1, 2014.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among the 172
widely quoted syndicated loans, with five or more bids, in
secondary trading in the week ended Nov. 13.

Venetian Macau US Finance Co., LLC, is a wholly owned subsidiary
of Las Vegas Sands.  VML owns the Sands Macau in the People's
Republic of China Special Administrative Region of Macau and is
also developing additional casino hotel resort properties in
Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


VERENIUM CORP: Posts $2.3 Million Net Loss in Q3 2009
-----------------------------------------------------
Verenium Corporation disclosed last week the Company's financial
results for the third quarter and nine months ended September 30,
2009.

Net loss attributed to Verenium for the quarter and nine months
ended September 30, 2009, was $2.3 million and $18.9 million,
respectively, compared to $126.1 million and $164.6 million for
the same periods in 2008.  Adjusted for the non-cash impact of
accounting related to the 8% and 9% convertible notes and non-cash
goodwill impairment charge, the Company's non-GAAP pro-forma net
loss for the quarter ended September 30, 2009, was $10.5 million,
as compared to $19.5 million for the same period in the prior
year, and $36.6 million and $56.0 million for the nine months
ended September 30, 2009, and 2008.

Total revenues for the third quarter and nine months ended
September 30, 2009, were $18.6 million and $49.3 million,
respectively, compared to $16.4 million and $49.9 million for the
same periods in the prior year, with product revenues representing
more than 55 percent of total revenues in all periods.

"I am very pleased with the considerable progress Verenium has
made over the last quarter in both our biofuels and our specialty
enzymes businesses," said Carlos A. Riva, President and Chief
Executive Officer of Verenium.  "I am particularly enthusiastic
about the ongoing discussions with the Department of Energy for a
loan guarantee for our first commercial facility, as well as the
significant improvements we made to our overall capital structure,
which I believe better position the Company for future growth and
success."

Verenium says it has made significant progress and achieved
several important milestones.  Most recent accomplishments
include:

  -- Raised $12.3 million in net proceeds through a public
     offering of common stock, providing the Company with
     additional working capital;

  -- Received a scheduled payment of $14 million from BP Biofuels
     North America LLC as part of the Galaxy Biofuels
     collaboration;

  -- Completed 5.5% convertible note exchanges to reduce debt and
     create additional financial flexibility;

  -- Effected a 1-for-12 reverse stock split in order to appeal to
     a broader investor base and maintain compliance with NASDAQ's
     listing requirements; and

"We have recently taken some important steps to raise capital and
reduce debt, creating a capital structure for the Company that
supplies us with additional flexibility to focus on key corporate
initiatives," said James E. Levine, Executive Vice President and
Chief Financial Officer.

Product revenues for the third quarter and nine months ended
September 30, 2009, were $11.0 million and $32.1 million,
respectively, compared to $12.4 million and $37.0 million for same
periods in the prior year, representing a decrease of 11% for the
third quarter and 13% decrease for the nine months ended
September 30, 2009, reflecting the impact of the current economic
recession.  According to the Company, the decrease in product
revenue for the nine months ended September 30, 2009, also
reflects the discontinuation of its Bayovac-SRS and Quantum
product lines during early 2008.  The decrease in product revenue
from these sources was offset in part by an increase in revenue
from Fuelzyme, the Company's alpha amylase for corn ethanol.

Product gross margin increased in the third quarter of 2009,
versus the same period in the prior year, due primarily to a
reduction in inventory losses compared to 2008 related to
contamination issues in the Phyzyme enzyme manufacturing process,
resulting in a lower product gross margin in 2008.

Excluding cost of product revenues, total operating expenses
decreased to $28.0 million and $81.9 million for the three and
nine months ended September 30, 2009, from $135.1 million and
$183.7 million for the three and nine months ended September 30,
2008.  The year-over-year decrease in total gross operating
expenses (excluding cost of product revenues) relates primarily to
the $106.1 million non-cash goodwill impairment charge recorded in
September 2008.  Excluding the goodwill impairment charge, total
operating expenses (excluding cost of product revenues) decreased
$1.0 million during the three months ended September 30, 2009, as
compared to the same period in 2008, primarily due to lower
transaction-related costs, and increased $4.4 million during the
nine months ended September 30, 2009, as compared to the same
period in 2008, primarily due to the acceleration of biofuels
development and commercialization efforts in 2009.

Interest expense was $2.6 million for the three months ended
September 30, 2009, compared to $2.5 million for the three months
ended September 30, 2008, net of $1.8 million in capitalized
interest for the demonstration facility.  Interest expense was
$9.1 million, net of $1.0 million in capitalized interest for the
demonstration facility, for the nine months ended September 30,
2009, compared to $7.3 million for the nine months ended
September 30, 2008, net of $4.3 million in capitalized interest
for the demonstration facility.  The increase in interest expense
from the comparable periods in 2008 was primarily attributed to
the decrease in capitalized interest partially offset by the
decrease in 2008 Notes principal outstanding from conversions.

                          Balance Sheet

As of September 30, 2009, Verenium Corporation had $161.5 million
in total assets, $143.4 million in total liabilities, and
$18.1 million in total shareholders' equity.

A full-text copy of of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?496a

                    Cash and Cash Equivalents

As of September 30, 2009, the Company had unrestricted cash and
cash equivalents totaling approximately $21.0 million, of which
$6.4 million was held by the Company's consolidated joint venture
with BP, Vercipia Biofuels LLC, which is available solely for the
operations of Vercipia.  On July 1, 2009, the Company received a
payment of $14.0 million from BP, which was the final installment
of the transaction fee due to the Company as part of the Galaxy
Biofuels Joint Development and License Agreement effective
August 1, 2008.  Subsequent to the end of the third quarter, the
Company raised $12.3 million in net proceeds through a public
offering of common stock, which is not included in the end-of-
quarter cash balances.

                    Convertible Note Exchange

Since January 1, 2009, a significant portion of the Company's 8%
convertible notes have been converted by various note holders in
exchange for common stock, which decreased the aggregate face
value of the remaining 8% notes.  In addition, in September,
certain 5.5% note holders exchanged approximately $30.5 million in
aggregate principal of 5.5% notes for approximately $13.7 million
of 9% convertible senior secured notes, resulting in a
$16.8 million reduction in the face value of Company's debt
outstanding.

                 Going Concern/Bankruptcy Warning

The Company has incurred a net loss of $18.9 million for the nine
months ended September 30, 2009, and has an accumulated deficit of
$632.5 million as of September 30, 2009.

Based on the Company's current operating plan, which includes
payments to be received by the Company or its consolidated
entities from BP relating to the first and second phases of the
strategic partnership, as well as proceeds from the Company's
recent equity financing, the Company says its existing working
capital may not be sufficient to meet the cash requirements to
fund the Company's planned operating expenses, capital
expenditures, required and potential payments under the 2007
Notes, the 2008 Notes, and the 2009 Notes, and working capital
requirements through 2010 without additional sources of cash
and/or the deferral, reduction or elimination of significant
planned expenditures.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company adds that while it believes that it will be successful
in raising or generating additional cash through a combination of
corporate partnerships and collaborations, federal, state and
local grant funding, selling or financing assets, incremental
product sales and the additional sale of equity or debt
securities, if it is unsuccessful in raising additional capital
from any of these sources, it may need to defer, reduce or
eliminate certain planned expenditures, restructure or
significantly curtail its operations, file for bankruptcy or cease
operations.

                         About Verenium

Based in Cambridge, Mass., Verenium Corporation (NASDAQ: VRNM)
-- http://www.verenium.com/-- is a leader in the development and
commercialization of cellulosic ethanol, an environmentally-
friendly and renewable transportation fuel, as well as high-
performance specialty enzymes for applications within the
biofuels, industrial, and animal health markets.


VECTRIX CORP: Has Nod for Quick Sale to GH Ventures
---------------------------------------------------
Vectrix Corp. won authorization from the Bankruptcy Court to sell
its electric motorcycle business to GH Venture Partners LLC for
$5.06 million, including $1.75 million cash plus the assumption of
$2 million in warranty liabilities and $1.3 million in other debt,
Bill Rochelle at Bloomberg reported.

Under the Asset Purchase Agreement, New Vectrix LLC, the company
sponsored by GH, agreed to extend warranty coverage on the Vectrix
vehicles previously sold to dealers and consumers up to a
US$2,000,000 cap for claims filed 60 days post-petition.

GH acted as stalking horse bidder for the Debtor's assets..

                     About Vectrix Corporation

Vectrix Corporation (AIM: VRX) -- http://www.vectrix.com/-- was
formed in 1996 to develop and commercialize zero-emission vehicle
platform technologies focused on two-wheel applications.  The
single focus of Vectrix has been to provide clean, efficient,
reliable and affordable urban transportation.  Vectrix Corporation
has headquarters in Middletown, R.I., engineering and test
facilities in New Bedford, Mass., sales offices in the UK and a
manufacturing facility in Wroclaw, Poland.

Vectrix filed for Chapter 11 on Sept. 28, 2009 (Bankr. D. Del.
Case No. 09-13347).  Garvan F. McDaniel, Esq., at Bifferato
Gentilotti LLC, represents the Debtor in its restructuring effort.
The petition says that assets and debts are between $10,000,001 to
$50,000,000.


VENTANA HILLS: Seeks Permission for Cash Collateral Use
-------------------------------------------------------
Ventana Hills Associates Ltd. seeks permission from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to access their lender's cash collateral.

The Debtor has determined that the use of the cash collateral is
necessary for it to maintain sufficient liquidity so that it may
continue to operate its business in Chapter 11.

Prepetition, the Debtor borrowed money and received other
financial accommodations from Anglo-Irish Bank Corporation
Limited, in the original principal amount of $53,125,000
According to the cash collateral budget, total income would be
$447,064 for November while expenses would be $487,896, for a
deficit of $40,831.

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P. filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No.: 09-41755).  The Debtors each estimated assets of and
debts of $50,000,001 to $100,000,000 in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VISTEON CORP: Bank Debt Trades at 10.2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 89.80
cents-on-the-dollar during the week ended Friday, Nov. 13, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.76
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating while Standard & Poor's has assigned a default rating
on the bank debt.  The debt is one of the biggest gainers and
losers among the 172 widely quoted syndicated loans, with five or
more bids, in secondary trading in the week ended Nov. 13.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


VITESSE SEMICONDUCTOR: AQR Capital Reports 9.99% Equity Stake
-------------------------------------------------------------
AQR Capital Management, LLC; and AQR Absolute Return Master
Account L.P. on Friday disclosed holding 33,983,288 shares or
roughly 9.99% of the common stock of Vitesse Semiconductor Corp.

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


WALDEN CHATEAU: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Walden Chateau LLC
        264 S. La Cienega Blvd. Suite 1258
        Beverly Hills, CA 90211

Bankruptcy Case No.: 09-41693

Chapter 11 Petition Date: November 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Marc Weitz, Esq.
                  Law Office of Marc Weitz
                  633 W 5th St, Ste 2800
                  Los Angeles, CA 90071
                  Tel: (213) 223-2350
                  Fax: (213) 784-5407
                  Email: marcweitz@weitzlegal.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $2,450,000
and total debts of $3,094,469.

A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/cacb09-41693.pdf

The petition was signed by Kim Fung Lee, managing member of the
Company.


WASTE SERVICES: S&P Puts 'B' Corp. Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Ontario, Canada-based Waste Services Inc., including the 'B'
corporate credit rating, on CreditWatch positive.

"The rating action follows the recent announcement that Waste
Services and IESI-BFC Ltd. (BB+/Stable/--) are proposing to
merge," said Standard & Poor's credit analyst Ket Gondha.  "The
CreditWatch positive listing indicates the potential for an
upgrade, subject to a review of more information on the financial
policies and capital structure of the combined business, assuming
the deal closes as planned."

Standard & Poor's will monitor developments related to the
proposed acquisition.  S&P expects to resolve the CreditWatch
status of the ratings when further details about the planned
acquisition are available, including the proposed capital
structure and following additional due diligence and regulatory
approvals.  "If the transaction closes, S&P could raise the
ratings to reflect the improved business and financial risk
profiles of the newly combined entity," Mr. Gondha added.  "If the
transaction does not close, S&P would resolve the CreditWatch
status of the ratings based on the default risk of the stand-alone
Waste Services entity."


WCI COMMUNITIES: Chinese Drywall Trustee Meetin on Nov. 17
----------------------------------------------------------
Owners of Florida homes with tainted Chinese drywall built by
construction company WCI are encouraged to attend one of two Town
Hall Meetings to be held on November 16 in Coral Springs and
November 17 in Bradenton, announced Robert C. Pate, Trustee for
the WCI Bankruptcy Chinese Drywall Trust.

The Town Hall Meetings are being held by the WCI Trust Advisory
Board and the Legal Counsel to the WCI Chinese Drywall Trust to
update all WCI homeowners on the WCI Bankruptcy Trust.  The
members of the WCI Trust Advisory Board Members and Legal Counsel
will discuss the general plans for litigation and recovery for
affected homeowners, provide information on federal litigation of
Chinese drywall cases and its impact on WCI homeowners, and answer
any questions.  WCI Trust Advisory Board members are attorneys
Bruce Steckler of Baron & Budd, P.C.; Michael Ryan of Krupnick
Campbell Malone Buser Slama Hancock Liberman & McKee; and Jack
Reise of Coughlin Stoia Geller Rudman & Robbins LLP.

All WCI homeowners and owners of buildings built by WCI with
Chinese drywall are encouraged to attend, particularly those who
have not yet filed a claim with the WCI Bankruptcy Trust, do not
have an attorney, and/or are unsure of the status of their rights
or claims with the WCI Bankruptcy.

WCI homeowners are also strongly encouraged to register with the
WCI Bankruptcy Chinese Drywall Trust.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WCI COMMUNITIES: Urgo Hotels Buys Singer Island
-----------------------------------------------
Urgo Hotels the acquisition of the luxury Resort at Singer Island
from WCI Communities for $7.1 million. Urgo immediately rebranded
and repositioned the 239-suite condo-hotel, converting it to the
Palm Beach Marriott Singer Island Beach Resort & Spa.  The
acquisition included four, three-bedroom residential condo
apartments, 14 condo-hotel units, all of the hotel's facilities
and amenities including the common areas, restaurants, lounges,
conference and function rooms, spa, fitness center, recreational
areas, and operating agreements.

"The acquisition and repositioning of the Resort at Singer Island
is consistent with our proven track record on selective growth,
and signals our intent to step up our acquisition and third-party
management programs," said Kevin Urgo, senior vice president of
Urgo Hotels.  "We have the financial power to acquire and/or
joint-venture with others.  And, we have expertise and the
infrastructure in place to comfortably add more third-party
management contracts.  We have an active pipeline in the U.S.,
Canada and the Caribbean.  Florida is particularly attractive to
us."

Urgo noted that the company has a 25-year proven track record
developing upscale hotels that exceed brand standards, and the
acquisition, re-positioning, re-branding, and conversion of
underperforming properties.  The company's strategy had resulted
in a portfolio of award-winning properties that consistently out
perform their market competitors.

"We purchased this luxury resort, which opened in 2007, out of
bankruptcy at an attractive price," he said. "By rebranding and
repositioning the property and installing our proprietary
management systems, we believe we can make an immediate impact on
the property.  The economy and the hotel industry remain mired in
difficulty over the short term, but we believe the outlook for
this resort offers great promise."

The hotel is located on six acres of prime beachfront with 300-
foot frontage on the Atlantic Ocean in Palm Beach County, Fla.  It
is 15 minutes from Palm Beach International Airport and is near
the heart of Palm Beach shopping, restaurants, and night life, as
well as a multitude of options in nearby Palm Beach Gardens.

Property amenities include an 8,500-square-foot-spa with eight
treatment suites and an 1170 square-foot, state-of-the-art fitness
center.  A lagoon-style, outdoor, infinity swimming pool,
highlighted by a two-story waterfall and slide, is surrounded by
cabanas and a whirlpool.

Solu, the property's signature restaurant and bar, will feature
American grill cuisine and stunning oceanfront views.  The Lagoon
provides poolside dining, while the Reef provides guests with the
opportunity to literally dine on the beach.  The Cafe offers
coffee, pastries and sundries.

The resort is ideal for business meetings, weddings and social
events.

The hotel's 239, luxurious one- and two-bedroom suites feature
fully equipped kitchens, with imported granite counter tops,
European wood cabinetry, washer and dryer, and stainless steel
appliances.  All suites offer spacious luxury bathroom, and
balconies with views of the Atlantic Ocean and Intracoastal
waterways.

                          About Urgo Hotels

Urgo Hotels, a Bethesda, Md.-based hotel company that develops,
owns and operates approximately 20 distinctive and unique hotels
and resorts in major markets and resorts in Canada, the Caribbean
and the United States.  The company develops, builds, and operates
for its own account as well as provides third-party management and
asset management services.

                        About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WEIGHT WATCHERS: Posts $52.6 Million 3rd Quarter 2009 Net Income
----------------------------------------------------------------
Weight Watchers International, Inc., said for the third quarter
ended October 3, 2009, net revenues were $324.5 million versus
$352.6 million in the third quarter ended September 27, 2008.  Net
income for the third quarter of 2009 was $52.6 million versus
$52.7 million for the prior year period.  Earnings per fully
diluted share were $0.68 for the third quarter of 2009 versus
$0.67 for the prior year period.

"Although the economic climate continues to impact our business
globally, I am encouraged that our third quarter results showed
signs of stabilization and modest improvement in most lines of our
business," commented David Kirchhoff, President and Chief
Executive Officer of the Company.  "While some of this
stabilization may have been a reflection of a recovering economic
climate, our analysis suggests that a majority of this improvement
was the result of our near-term business actions.  At the same
time, we are continuing to pursue and invest in multiple
initiatives to drive long-term growth in our business."

In the first nine months of 2009, net revenues were $1.087 billion
versus $1.189 billion in the first nine months of 2008.  Net
income for the first nine months of 2009 was $158.6 million versus
$156.7 million for the prior year period.  Net income for the
first nine months of 2009 was reduced by after-tax restructuring
charges of $3.1 million associated with the Company's previously
disclosed cost savings initiatives.  Excluding these restructuring
charges from the first nine months of 2009 results and adjusting
the first nine months of 2008 results to exclude a $27.9 million
offset to revenue associated with the previously reported adverse
U.K. VAT ruling, net income for the first nine months of 2009 was
$161.7 million versus $175.6 million for the prior year period.

Earnings per fully diluted share were $2.06 for the first nine
months of 2009 versus $1.98 for the prior year period.  Excluding
the restructuring charges from the first nine months of 2009
results and adjusting the first nine months of 2008 results for
the U.K. VAT ruling, earnings per fully diluted share were $2.10
for the first nine months of 2009 versus $2.22 for the prior year
period.

At October 3, 2009, the Company had $1.07 billion in total assets
against $1.82 billion in total liabilities.  At October 3, 2009,
total Weight Watchers International, Inc. deficit was
$752.3 million, noncontrolling interest was $4.09 million and
total deficit was $748.2 million.  The October 3 balance sheet
showed strained liquidity: The Company had $188.04 million in
total current assets, including $62.7 million in cash and cash
equivalents, against $517.1 million in total current liabilities.

The Company narrowed its full year 2009 earnings guidance range
from between $2.52 to $2.70 per fully diluted share to between
$2.58 and $2.63 per fully diluted share, excluding restructuring
charges associated with the Company's cost savings initiatives.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4960

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4961

                       About Weight Watchers

Based in New York, Weight Watchers International, Inc. (NYSE: WTW)
provides weight management services, operating globally through a
network of Company-owned and franchise operations.  Weight
Watchers holds over 50,000 weekly meetings where members receive
group support and learn about healthy eating patterns, behavior
modification and physical activity.  WeightWatchers.com provides
innovative, subscription weight management products over the
Internet and is the leading Internet-based weight management
provider in the world.  In addition, Weight Watchers offers a wide
range of products, publications and programs for those interested
in weight loss and weight control.


WEST HAWK: Wants Plan of Reorganization Extended Until February 11
------------------------------------------------------------------
West Hawk Energy USA, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to extend its exclusive periods to file a
Chapter 11 Plan and to solicit acceptances of that Plan until
Feb. 11, 2010, and April 12, 2010.

The Debtor's exclusive period to file a plan of reorganization
expired on Nov. 13, 2009, and the solicitation period expires on
Jan. 12, 2010.

The Debtor relates that it is faced with two significant
unresolved contingencies that will affect the plan of
reorganization.  First, KT First Lending, LLC, an affiliate of
Chiron Financial Advisors, LLC, and the proposed lender to the
Debtor's postpetition financing is in direct negotiation with
mineral rights holders regarding the terms of an investment in the
Figure 4 Project.  The investment would replace the Debtor's
rights with respect to the drilling and development agreement and
would provide a basis for a plan of reorganization addressing
treatment of claims class.

Second, a trial for the litigation between West Hawk and EnCana
Oil & Gas (USA), Inc., is approaching.  Since the outcome of the
trial may have a substantial impact on the Debtor's assets, the
Debtor deem it prudent to await the outcome of the trial before
proposing a plan of reorganization.

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

The Company filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.


WESTMORELAND COAL: Posts $12.4 Million Net Loss in Q3 2009
----------------------------------------------------------
Westmoreland Coal Company disclosed last week its financial
results for third quarter ended September 30, 2009.

Net loss applicable to common shareholders was $12.4 million
($1.21 per basic and diluted common share) for the quarter ended
September 30, 2009, compared to a net loss of $3.5 million ($0.37
per basic and diluted share) for the quarter ended September 30,
2008.

Revenues for the 2009 quarter were $112.4 million, compared with
$141.3 million for 2008.

Revenues for the 2009 quarter were down 22% from 2008, primarily
due to a 25.6% reduction in coal tonnage sold and a 13.8%
reduction in power revenues.  The reduction in coal tonnage was
largely driven by two unexpected customer outages, both of which
followed planned maintenance shutdowns.  One of these outages
ended in July, and the remaining outage, at one of the Company's
largest customers, ended in late October.  The reduction in power
revenues was primarily driven by a planned five-year major
maintenance outage at the Company's Roanoke Valley (ROVA)
operations.

Net results for the 2009 quarter were negatively impacted by a
$7.4 million decrease in coal segment operating income.  This
decrease was primarily driven by the customer outages and included
the benefit of $1.7 million of earnings from the Company's Indian
Coal Tax Credit monetization transaction.  The third quarter of
2009 was also negatively impacted by a $5.0 million decrease in
power segment operating income due to the planned five-year major
maintenance shutdown at ROVA, a $1.3 million increase in heritage
costs driven by cost containment efforts, and a $300,000 decrease
in interest income.  The third quarter of 2009 was favorably
impacted by the removal of a $1.4 million loss attributable to a
consolidated, non-controlled subsidiary and $1.2 million of income
from the decrease in the value of the conversion feature in the
Company's convertible notes.

Results for the 2008 quarter were unfavorably impacted by
$2.6 million of net expense driven by the settlement of a coal
royalty claim and $800,000 of impairment charges taken on
investments.  A $900,000 gain on the sale of a power project
interest in the third quarter of 2008 partially offset these
negative impacts.

In October 2009, the Company received a waiver from its lenders
for its non-compliance with its Westmoreland Mining LLC (WML) loan
covenants for the quarters ended June 30, 2009, and September 30,
2009, and for anticipated non-compliance for the quarters ended
December 31, 2009, and March 31, 2010.  The Company additionally
did not comply with a net worth covenant in its Westmoreland
Resources, Inc. (WRI) Business Loan Agreement in the third quarter
of 2009 and obtained a waiver for this non-compliance in October
2009.  As a result of the uncertainty of future compliance with
the WML and WRI loan restrictions, the Company classified a total
of $142.3 million of outstanding debt as current liabilities in
its Consolidated Balance Sheet.

"During the quarter we had several notable achievements and took
key steps to improve our liquidity and future results," said Keith
E. Alessi, Westmoreland's President and CEO.  "We successfully
negotiated waivers for our previous non-compliance with loan
covenants with our WML lenders.  We also extended our WRI
revolving line of credit and increased WRI's term debt facility.
During the quarter we fully executed the freeze of one of our
pension plans and the elimination of postretirement medical
benefits for non-represented employees and retirees.  We expect to
see the resulting savings from these actions in future periods.
We continue our focus on Heritage costs and during the quarter,
once again we did a good job managing controllable expenses."

"As in the second quarter, our results were materially negatively
impacted by the unexpected and prolonged shutdowns of two of our
largest coal customers.  One of these customers came back on line
during July and the other resumed operations late in October.   We
expect to see an increase in coal deliveries in the fourth quarter
but it will probably be the first quarter of 2010 before we see
deliveries return to historical levels."

"The quarter's results reflected the planned five-year shutdown of
our ROVA power operation for maintenance.  The shutdown was
extended further than budgeted due to extensive necessary repairs.
This extension continued into the fourth quarter and will
negatively impact that quarter's results.  ROVA is expected to
resume operations in November 2009."

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $773.2 million in total assets and $998.2 million in total
liabilities, resulting in a $225.0 million shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $114.2 million in total
current assets available to pay $305.6 million in total current
liabilities.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?4969

                     Revised Code of Conduct

Westmoreland Coal on November 4, 2009, adopted a revised Code of
Conduct applicable to its officers, directors and employees.  The
Code was revised, among other things, to (1) enhance the overall
readability and understanding of the Code; (2) update its visual
appeal and tone; (3) enhance the Code's language to clarify and
emphasize key compliance areas; and (4) expand or include
discussion of certain topics, including privacy laws, regulatory
compliance, workplace safety and environmental stewardship.  The
adoption of the revised Code did not result in any waiver,
explicit or implicit, of any provision of the Corporation's
previous Code.

                    Cash Flow from Operations

Cash provided by operating activities decreased $5.4 million in
the nine months ended September 30, 2009, compared to the nine
months ended September 30, 2008.  This decrease was primarily the
result of a decrease in tons sold during the first nine months of
2009 due to the customer outages.  Also driving the 2009 decrease
in operating cash flows was an increase in cash usage for
inventory purchases as the Company's ROVA operations built their
coal inventory back up to normal operating levels and a net
$2.6 million payment following the settlement of a coal royalty
claim.

                            Liquidity

As a result of WRI's renewal of its revolving line of credit and
amended term debt and the conclusion of its customer outages, the
Company projects it will be able to meet its projected cash
requirements for the foreseeable future, although by a small
margin.  The Company's forecasts are subject to a number of
uncertainties that are beyond its control, and it may face
unforeseeable economic issues.

                       Going Concern Issues

The Company has suffered recurring losses from operations, has a
working capital deficit and a net capital deficiency.  The Company
believes that these conditions raise substantial doubt about its
ability to continue as a going concern.

                      About Westmoreland Coal

Westmoreland Coal Company (NYSE Amex: WLB) --
http://www.westmoreland.com/-- is the oldest independent coal
company in the United States.  The Company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas.  Its
power operations include ownership of the two-unit ROVA coal-fired
power plant in North Carolina.


WHOLE FOODS: S&P Changes Outlook to Stable, Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Whole Foods Markets Inc. to stable from negative.  At the same
time, S&P affirmed the 'BB-' corporate credit rating on the
company.

"The rating on Whole Foods Market Inc. reflects the increased
competition in the natural foods retail and overall supermarket
industry, the company's highly leveraged capital structure, and
weak economic environment, which has caused consumers to trade
down and pare back discretionary purchases," said Standard &
Poor's credit analyst Stella Kapur.  "Its position as the clear
leader in the natural and organic food retailing sector only
partially offsets these risks."

Despite experiencing negative 4.3% identical store sales
performance for its fiscal 2009 year ended Sept. 27, 2009, Whole
Foods total revenues and EBITDA increased 1% and 15.5%,
respectively.  Adjusted operating margins increased to 10.5% from
9.3% the prior year due to benefits achieved from employee
reduction, better inventory management, and more effective
utilization and marketing of its products throughout the store.
The company has also reduced prices to draw in traffic and improve
its pricing image.  Although S&P anticipates 2010 revenues will
benefit from the addition of roughly 16 new stores and less
deflationary pressure, profitability levels are expected to remain
relatively flat as S&P believes the company will continue to feel
some margin pressure from the 16 new stores that will be opening
in 2010 amid a still uncertain economic environment.

As of Sept. 27, 2009, Whole Foods had about $797 million of debt
(excluding preferred stock, which S&P now believes has strong
equity characteristics) or roughly $3.5 billion of lease-adjusted
debt.  Whole Foods has the option to redeem the series A preferred
stock issued to Leonard Green & Partners L.P. if its common stock
closes at or higher than $28.50 for 20 consecutive trading days.
Under the terms of the agreement, Leonard Green has the right to
convert its preferred stock into common stock prior to the
scheduled redemption date of Nov. 27, 2009.  Given Standard &
Poor's expectation that Leonard Green will choose to convert its
holdings, S&P expects Whole Food's adjusted debt leverage to be
about 4.3x.  Pro forma adjusted EBITDA coverage of interest is
expected to be 2.7x.

The stable outlook reflects Standard & Poor's belief that Whole
Food's operating performance over the next year will be relatively
stable and its financial policy will remain focused on improving
credit metrics over the next few years.  S&P could raise the
rating in one to two years if the company generates positive same-
store sales growth resulting in credit metric improvement such
that lease adjusted debt to EBITDA decreases to the mid 3x area.
For this to occur, the company would need to pay down most of its
term loan balance.  S&P could revise the outlook to negative if
same-store sales growth trends reverse and become more negative
due to loss of market share and traffic.


WIREFREE PARTNERS: S&P Puts 'BB' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on Wirefree
Partners III LLC's $138.5 million personal communication services
spectrum lease-backed notes series 2005-1 due 2019 on CreditWatch
with negative implications.

The rating assigned to the series 2005-1 notes reflects the credit
quality of the two lessees, WirelessCo L.P. and SprintCom Inc.,
both of which are wholly owned subsidiaries of Sprint Nextel Corp.

The CreditWatch placement follows Standard & Poor's Nov. 11, 2009,
CreditWatch placement of the rating on Sprint Nextel Corp..

Through the November 2008 annual distribution date, the Wirefree
transaction had paid down the notes according to its scheduled
principal distribution amounts.  The current outstanding note
balance is $113,552,769.  Distribution of the $8,142,226 annual
principal payment for 2009 is scheduled for Nov. 17, 2009.

                           Ratings List

                    Wirefree Partners III LLC
   $138.5 million PCS spectrum lease-backed notes series 2005-1

                                Rating
                                ------
                Class       To              From
                -----       --              ----
                Notes       BB/Watch Neg    BB


WOODLAND BAY: Case Summary & 3 Largest Unsec. Creditors
-------------------------------------------------------
Debtor: The Woodland Bay Group, Inc.
        858 Creek Drive
        Fairhope, Al 36532

Bankruptcy Case No.: 09-15300

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: David Vaughn, Esq.
                  P.O. Box 2370
                  Daphne, AL 36526-2370
                  Tel: (251) 626-2688
                  Email: dpvlaw@bellsouth.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $6,151,000
and total debts of $3,739,663.

A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/alsb09-15300.pdf

The petition was signed by P. Gary McKnight, vice president of the
Company.


YL WEST 87TH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: YL West 87th Street, LLC
        101 West 87th Street, Fifth Floor
        New York, NY 10024

Case No.: 09-16786

Chapter 11 Petition Date: November 13, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Brian J. Hufnagel, Esq.
                  Forchelli, Curto, Deegan, Schwartz,
                  Mineo, Cohn & Terrana, LLP
                  The Omni
                  333 Earle Ovington Boulevard, Suite 1010
                  Uniondale, NY 11553
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729
                  Email: bhufnagel@forchellilaw.com

                  Gary M. Kushner, Esq.
                  Forchelli, Curto, Deegan, Schwartz,
                  Mineo, Cohn & Terrana, LLP
                  The Omni
                  333 Earle Ovington Boulevard, Suite 1010
                  Uniondale, NY 11553
                  Tel: (516) 248-1700 Ext. 287
                  Fax: (516) 248-1729
                  Email: gkushner@fcsmcc.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

According to the schedules, the Company has assets of $74,000,000,
and total debts of $50,444,294.

The petition was signed by Yair Levy, the company's director.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Building Service 32BJ                             $36,117
Benefits Funds

Weiser, LLP                                       $30,500

Allied Barton Security                            $26,482
Service

Amerada Hess Corporation                          $23,820

Borah Goldstein, Altschuler,                      $21,487
Schwartz

Weiser LLP                                        $15,600

Fujtiec New York                                  $3,510

A&L Cesspool Service Corp.                        $2,709
dba A&L Recycling

Unitec Elevator                                   $2,613

Corporation Service Company                       $2,600

Belkin Burden Wenig & Goldman,                    $1,366
LLP

Pollack & Sharan, LLP                             $1,286

World Class Business                              $1,054
Products, Inc.

Homeyer Consulting Services,                      $1,050
Inc.

Real Page                                         $959

Deer Park                                         $874
Processing Center

Rent Stabilization Assoc.                         $635
of NYC

Tyco                                              $611

Pumping Solutions Inc.                            $610

Blake Electric Contracting Co.                    $610


* 2009's Bank Closings Rise to 123 as 3 Banks Shuttered Friday
--------------------------------------------------------------
Regulators closed three banks -- Pacific Coast National Bank, San
Clemente, CA, Orion Bank, Naples, FL, and Century Bank, a Federal
Savings Bank, Sarasota, FL -- on November 13, raising the total
closings for this year to 125.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks and entered into purchase and assumption agreements
with various banks to assume all of the deposits and certain
assets of the five banks.  The closings will cost an additional
$986 million to the already depleted insurance fund of the FDIC.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

                     416 Banks on Problem List

The Federal Deposit Insurance Corporation said August 27 that the
number of banks and savings institutions in its "Problem List"
increased to 416 at the end of the second quarter compared with
305 at March 31.

The 416 banks have combined assets of $299.8 billion.  The FDIC
said this is the largest number of "problem" institutions since
June 30, 1994, and the largest amount of assets on the list since
December 31, 1993.

At the end of the 2008, there were 252 banks on the Problem List.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The Deposit Insurance Fund (DIF) decreased by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion, based on
unaudited figures.

According to the FDIC, the reduction in the DIF was primarily due
to an $11.6 billion increase in loss provisions for bank failures.
Twenty-four insured institutions with combined assets of
$26.4 billion failed during the second quarter of 2009, the
largest number of quarterly failures since the fourth quarter of
1992, when 42 insured institutions failed.  For 2009 through the
end of the second quarter, 45 insured institutions with combined
assets of $35.9 billion failed at an estimated current cost to the
DIF of $10.5 billion.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number  Assets (Mil)
  ----           ------  ------------      ------  ------------
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the second
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                                 Loss-Share
                                 Transaction Party     FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       ----------   --------------      -----------
Pacific Coast Nat'l     $134.4    Sunwest Bank             $27.4
Orion Bank, Naples    $2,700.0    IBERIABANK              $615.0
Century Bank            $728.0    IBERIABANK              $344.0
United Security         $157.0    Ameris Bank              $58.0
Gateway Bank             $27.7    Central Bank, Kansas      $9.2
Prosperan Bank          $199.5    Alerus Financial         $60.1
United Commercial    $11,200.0    East West Bank        $1,400.0
Home Federal Savings     $14.9    Liberty Bank             $12.8
Bank USA, N.A.     \
Calif. National    |
San Diego Nat'l    |
Pacific National   |
Park National      | $19,400.0    U.S. Bank, NA         $2,500.0
Comm. Bank Lemont  |
North Houston      |
Madisonville State |
Citizens National  /
First DuPage Bank       $279.0    First Midwest Bank       $59.0
Partners Bank            $65.5    Stonegate Bank           $28.6
American United Bank    $111.0    Ameris Bank              $44.0
Bank of Elmwood         $327.4    Tri City Nat'l          $101.4
Flagship Nat'l Bank     $190.0    First Federal            $59.0
Riverview Community     $108.0    Central Bank, Stillwater $20.0
Hillcrest Bank Florida   $83.0    Stonegate Bank           $45.0

San Joaquin Bank        $775.0    Citizens Business       $103.0
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       \             State Bank & Trust   \
SB - North Fulton   |             State Bank & Trust   |
SB - Jones County   | $2,800.0    State Bank & Trust   |  $807.0
SB - Houston County |             State Bank & Trust   |
SB - North Metro    |             State Bank & Trust   |
SB - Bibb County    /             State Bank & Trust   /
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danville      $166.0    First Financial          $24.0
Founders Bank           $962.5    PrivateBank             $188.5
Millennium State        $118.0    State Bank of Tex        $47.0
Mirae Bank              $456.0    Wilshire State Bank      $50.0
Metro Pacific Bank       $80.0    Sunwest Bank, Tustin     $29.0
Horizon Bank             $87.6    Stearns Bank, N.A.       $33.5
Neighborhood Comm       $221.6    CharterBank, West Point  $66.7
Community Bank          $199.4    -- None --               $85.0
First National Bank     $156.9    Bank of Kansas           $32.2
Cooperative Bank        $970.0    First Bank, Troy, N.C.  $217.0
Southern Community      $377.0    United Community        $114.0
Bank of Lincolnwood     $214.0    Republic Bank, Chicago   $83.0
Citizens National       $437.0    Morton Community        $106.0
Strategic Capital       $537.0    Midland States Bank     $173.0
BankUnited FSB       $12,800.0    WL Ross-Led Investors $4,900.0
Westsound Bank          $334.6    Kitsap Bank             $108.0
America West            $299.4    Cache Valley Bank       $119.4
Citizens Community       $45.1    N.J. Community Bank      $18.1
Silverton Bank        $4,100.0    -- None --            $1,300.0
First Bank of Id        $488.9    US Bank, Minneapolis    $191.2
First Bank of BH      $1,500.0    -- None --              $394.0
Heritage Bank           $184.6    Level One Bank           $71.3
American Southern       $112.3    Bank of North Georgia    $41.9
Great Basin Bank        $270.9    Nevada State Bank        $42.0
American Sterling       $181.0    Metcalf Bank, Lee        $42.0
New Frontier Bank     $2,000.0    -- None --              $670.0
Cape Fear Bank          $492.0    First Federal,          $131.0
Omni National           $956.0    -- None --              $290.0
TeamBank, N.A.          $669.8    Great Southern Bank      $98.0
Colorado National       $123.5    Herring Bank, Amarillo    $9.0
FirstCity Bank          $297.0    -- None --              $100.0
Freedom Bank            $173.0    Nat'l Georgia Bank       $36.2
Security Savings        $238.3    Bank of Nevada, L.V.     $59.1
Heritage Community      $232.9    MB Financial Bank, N.A.  $41.6
Silver Falls            $131.4    Citizens Bank            $50.0
Pinnacle Bank            $73.0    Washington Trust Bank    $12.1
Corn Belt Bank          $271.8    Carlinville Nat'l Bank  $100.0
Riverside Bank          $539.0    TIB Bank                $201.5
Sherman County          $129.8    Heritage Bank            $28.0
County Bank           $1,700.0    Westamerica Bank        $135.0
Alliance Bank         $1,140.0    California Bank & Trust $206.0
FirstBank Fin'l         $337.0    Regions Bank            $111.0
Ocala National          $223.5    CenterState Bank         $99.6
Suburban Federal        $360.0    Bank of Essex           $126.0
MagnetBank              $292.2    -- None --              $119.4
1st Centennial          $803.3    First California Bank   $227.0
Bank of Clark           $446.5    Umpqua Bank       $120.0-145.0
Nat'l Commerce          $430.9    Republic Bank of Chi.    $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html


* CIT Group Leads Five Mega-Cases Since Mid-October
---------------------------------------------------
Five billion-dollar companies commenced Chapter 11 proceedings
during the past 30 days -- Capmark Financial Group Inc.; CIT
Group, Inc.; Erickson Retirement Communities, LLC; FairPoint
Communications, Inc.; and NTK Holdings Inc. -- increasing the
number of bankruptcy filings by companies with assets exceeding
$1 billion to 24 since April 16:

                                                 Total      Total
                      Petition  Bankruptcy      Assets      Debts
    Company             Date    Court        ($ in MM)  ($ in MM)
    -------           --------  ----------   ---------  ---------
  AbitibiBowater      04/16/09  Delaware        $9,900     $8,700
  General Growth      04/16/09  Manhattan      $29,500    $27,200
  Source Interlink    04/27/09  Delaware        $2,400     $1,900
  Chrysler LLC        04/30/09  Manhattan      $39,300    $55,200
  Thornburg Mortgage  05/01/09  Maryland       $24,400    $24,700
  Hayes Lemmerz       05/11/09  Delaware        $1,300     $1,400
  ION Media           05/19/09  Manhattan       $1,855     $1,936
  Visteon             05/28/09  Delaware        $4,577     $5,324
  General Motors      06/01/09  Manhattan      $82,290   $172,810
  Fontainebleau       06/09/09  S. Florida   More Than  More than
     Las Vegas                                  $1 Bil.    $1 Bil.
  Crescent Resources  06/10/09  W. Texas     More Than  More than
                                                 $1 Bil.   $1 Bil.
  Six Flags           06/13/09  Delaware        $2,907     $3,432
  Extended Stay       06/15/09  Manhattan       $7,100     $7,600
  Opus West Corp.     07/06/09  N. Texas        $1,275     $1,462
  Lear Corp           07/07/09  Manhattan       $1,271     $4,536
  Station Casinos     07/28/09  Nevada          $5,725     $6,482
  Cooper-Standard     08/04/09  Delaware        $1,733     $1,785
  Reader's Digest     08/24/09  Manhattan       $2,200     $3,400
  Taylor Bean         08/24/09  M. Florida   More Than  More than
                                               $1 Bil.    $1 Bil.
  Chicago
     Cubs (Tribune)   10/12/09  Delaware        $1,410     $1,260
  Erickson
     Retirement       10/19/09  N. Texas        $2,700     $3,000
  NTK Holdings        10/21/09  Delaware        $1,652     $2,778
  Capmark Financial   10/25/09  Delaware       $20,100    $21,000
  FairPoint
     Communications   10/26/09  Manhattan       $3,235     $3,234
  CIT Group           11/01/09  Manhattan      $71,019    $64,901

Chicago National League Ball Club was the lone billion-dollar
Chapter 11 bankruptcy filer in my report in October. It was the
sports franchise of Tribune Co. and runs the Chicago Cubs baseball
club.

Lehman Brothers Holding Corp. remains the biggest corporate bust
in history.  Lehman, which filed in 2008, had $639 billion in
total assets and $613 billion in total debts at that time of its
filing.

General Motors is the biggest bankruptcy of 2009, thus far.

Of the 24 mega cases filed since April 15, eight cases went to
Delaware and nine cases went to the Southern District of New York
in Manhattan.

(A) Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

Paul Rundell, executive vice president of restructuring and
finance of Erickson, said substantial loss of revenue and lower
than anticipated absorption rates, forced Erickson to seek Chapter
11.  Immediately prior to the bankruptcy filing, the revolving
credit lenders froze a $20 million operating account and attempted
to seize another $16 million.

When it filed for bankruptcy Erickson had a deal -- which was
negotiated prepetition -- to sell its senior living centers to
Redwood Capital Investors LLC, subject to higher and better
offers.  Pursuant to an October 19, 2009, Redwood would purchase
substantially all of the Debtors' assets in exchange for payment
of $100,000,000, assumption of campus-level debt of $500 million,
and commitment of $50 million in new capital.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Erickson has secured a revolver facility of up to $20 million from
their prepetition lenders and ERC Funding Co.

(B) NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

Pre-bankruptcy, NTK Holdings, Inc., and Nortek, Inc., entered into
a restructuring and lockup agreement with bondholders to
effectuate a comprehensive restructuring of the Company's debt
under Chapter 11.  When concluded, the Agreement would eliminate
roughly $1.3 billion in total indebtednes by, among other things,
exchanging debt to bondholders for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

A Dec. 4 hearing has been scheduled to consider confirmation of
the prepack plan.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

(C) Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684).  Capmark Bank was
not part of the filing, and the Chapter 11 proceedings are not
expected to have an impact on Capmark Bank.

Thomas L. Fairfield, Executive Vice President, General Counsel and
Secretary of Capmark Financial, said the difficult market
conditions had a particularly negative effect on CFGI's three core
businesses.  The general lack of liquidity in the debt markets
severely decreased the availability of financing and significantly
increased Capmark's average cost of capital, to the extent capital
was available at all.  Since July of 2007, and particularly
beginning in the fourth quarter of 2008, Capmark has been hit by
an increase in non-performing loans, as well as increased credit
provisions, impairments and declines in fair value on loans, real
estate investments and securities.

Capmark intends to use the reorganization process to implement a
restructuring that reduces its corporate debt and maximizes value
for its stakeholders.  Capmark's businesses are continuing to
operate in the ordinary course.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark is currently seeking to auction off certain assets,
including its military housing business and its Japanese loan
servicing business, to raise cash.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

(D) FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP)--
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint announced October 26 it has reached agreement on a
comprehensive financial restructuring plan with lenders holding
more than 50% of the outstanding debt under its secured credit
facility.  The Restructuring Plan is expected to reduce the
Company's debt by $1.7 billion thereby providing a long-term
solution for the Company's balance sheet.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335) to facilitate the
implementation of the Restructuring Plan.  Rothschild Inc. is
acting as financial advisor for the Company; AlixPartners, LLP as
the restructuring advisor; and Paul, Hastings, Janofsky & Walker
LLP is the Company's counsel.  BMC Group is claims and notice
agent.

FairPoint secured a $75 million postpetition financing facility
from Bank of America, N.A., as administrative agent, and certain
lenders.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

(E) CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company provides financial products and advisory services
to small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT maintains leadership positions
in small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565).  Evercore Partners, Morgan Stanley and
FTI Consulting are the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is legal counsel in connection
with the restructuring plan.  Sullivan & Cromwell is legal advisor
to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.  Under the plan, CIT expects to reduce total debt
by approximately $10 billion, significantly reduce its liquidity
needs over the next three years, enhance its capital ratios and
accelerate its return to profitability.

CIT Group was promptly expected to file for a prepackaged
bankruptcy after striking deals with billionaire Carl Icahn and

Goldman Sachs Group Inc.  Carl Icahn agreed to support CIT's
restructuring plan and provide an incremental US$1 billion line of
credit to provide supplemental liquidity for CIT as it pursues
that plan.  Mr. Icahn has said he's CIT largest bondholder with
$2 billion of its debt.  He was initially opposed CIT's plan,
contending the investments were worth more in a traditional
bankruptcy.

Under the prepackaged plan, CIT bondholders will get 70 cents on
the dollar in the form of new notes and equity in the reorganized
company.  If CIT is forced into a "free-fall" bankruptcy,
unsecured claims may fetch as little as 6 cents on the dollar,
according to Jeffrey Peek, the Company's chief executive officer.
CIT's agreement to "give control to the noteholders" and an
accelerated process for appointing directors "significantly
improve corporate governance and cash flow protections, and are
positive for the company and all noteholders," Icahn said in a
statement Oct. 30, explaining why he changed his vote in favor.

CIT Financial Ltd., a wholly owned subsidiary, reached an
agreement to amend its $3 billion securities-based financing
facility with Goldman Sachs International.  Pursuant to the
amendment, the commitment amount of the GSI Facility was reduced
to $2.125 billion, effectively eliminating the currently unused
portion of the facility, and CFL agreed to post additional
collateral to secure amounts due to GSI under the GSI Facility.
CFL also paid $285 million representing the proportional
termination fee payment to GSI as required for any such reduction
under the original terms of the GSI Facility.

CFL initially posted additional collateral in the amount of
$250 million, which amount will fluctuate over time pursuant to
the terms of the amendment. In consideration of these amendments
to the GSI Facility, and subject to certain additional terms, GSI
agreed to forbear from exercising its right to terminate the

GSI Facility to the extent that the right arises from a bankruptcy
of CIT, which guarantees the obligations of CFL under the GSI
Facility.  The forbearance agreement is subject to specified
limitations as to the nature and duration of the bankruptcy
proceedings affecting CIT and continued compliance by CFL with the
other terms of the GSI Facility, and during any bankruptcy
proceedings additional financing may not be obtained under the GSI
Facility.

The Court has scheduled a hearing for December 8 to consider the
confirmation of CIT's prepackaged plan.

As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.

                           Notable Filers

Stallion Oilfield Services Ltd. and its affiliates filed for
Chapter 11 on October 19, 2009 (Bankr. D. Del. Lead Case No.
09-13562).  Based in Houston, Texas, Stallion Oilfield --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC, as claims agent.

Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.

Stallion Oilfield has filed a Chapter 11 plan which it negotiated
with lenders prepetition.  The Plan is based on a consensual deal
with key stakeholders and contemplates a significant de-leveraging
of the Debtors' balance sheets and a full recovery for holders of
allowed general unsecured claims.  According to Bill Rochelle of
Bloomberg News, under the plan, among other things, all holders of
senior secured claims, totaling $245.9 million, will receive
either:

   -- its pro rata share of (i) a senior secured paydown and
      (ii) $220.9 million in first priority senior secured debt
      pursuant to the amended and restated senior secured credit
      agreement; or

   -- payment in full, in cash in the event that the Reorganized
      Debtors enter into new financing.

The Debtors will present the Plan for confirmation at a hearing on
Dec. 30, 2009.

During the past 30 days ended November 13, eight companies with at
least $100 million in total assets filed for bankruptcy:

     -- Gemcraft Homes, Inc., based in Forest Hill, MD.  Gemcraft
        Homes operates a homebuilding company.  It has two
        developments in the Philadelphia area.

     -- Latshaw Drilling Company LLC, based Tulsa, OK, drills oil
        and natural gas wells

     -- Advanta Corp., based in Spring House, PA, manages one of
        the nation's largest credit card portfolios through
        Advanta Bank Corp. in the small business market.

     -- Panolam Holdings Co., based in Shelton, CT, is a market
        leader and innovator in the decorative laminate industry.
        The Company's products are used in a wide variety of
        residential and commercial indoor surfacing applications,
        including kitchen and bath cabinets, furniture, store
        fixtures, case goods, and other applications.

     -- California Coastal Communities, Inc., based in Irvine, CA,
        is a residential land development and homebuilding company
        operating in Southern California.

     -- Centaur PA Land, LP and Valley View Downs, LP, affiliates
        of Indianapolis-based Centaur Gaming (Centaur LLC), own
        250 acres in Lawrence County, Pennsylvania, which is
        intended to be developed as a horse racing, gaming and
        entertainment development known as Valley View Downs.

     -- GPX International Tire Corporation, based in Malden, MA,
        is one of the largest independent global providers of
        specialty "off-the-road" tires for the agricultural,
        construction, materials handling and transportation
        industries.

     -- Asset Resolution LLC, based in New York, was entity formed
        to hold assets taken in foreclosure of a $67 million loan
        to an affiliate of Compass Partners LLC.  Silar foreclosed
        on Compass in September 2008 when alleged interference
        from former investors in USA Commercial prevented proper
        management and sale of the underlying properties.  Silar
        formed Asset Resolution to own and manage the foreclosed
        assets.

                Bankruptcy Filings Continue to Climb

Dow Jones Newswires' Eric Morath said on November 3 that business
bankruptcy filings jumped in October, reversing two consecutive
months of declining commercial filings and indicating that
bankruptcies could continue to rise as the economy struggles to
stabilize.

According to Mr. Morath, 7,771 businesses filed for bankruptcy
protection in October, compared to 7,271 in September, based on
new data from Automated Access to Court Electronic Records, or
AACER, a private firm that tracks bankruptcy filings.

After two months of decline, the 7% rise in commercial filings
shows that businesses are still struggling to access financing and
are facing weak demand for their products, Mr. Morath notes.

On a year-to-year basis, business bankruptcies shot up 24% in
October compared with the same month in 2008.

Mr. Morath reported that the total number of October bankruptcies,
including both personal and commercial filings, increased 20% from
the same month last year.  The number of filings last month,
130,199, is the most total filings since March, and the second-
highest figure recorded since the beginning of 2006.

According to Mr. Morath, Jack Williams, a bankruptcy professor at
the Georgia State University College of Law, said "Bankruptcy
filings are a lagging economic indicator so it's likely that we'll
see bankruptcy filings increase for the next several quarters."
Mr. Williams said the first part of 2010 could bring another rash
of retail-related filings as disappointing holiday sales may lead
shops to seek protection from creditors.


* Citigroup Was Among Winners of Paulson Aid to U.S. Banks
----------------------------------------------------------
Citigroup Inc. was among the winners of the Bush administration
plan to inject about $125 billion into nine of the largest U.S.
banks last year, while JPMorgan Chase & Co. was a "loser,"
Bloomberg News said, citing University of Chicago researchers.

The results were tabulated by using an index measuring investors'
views that a bank would have defaulted without aid, then comparing
it the percentage increase in an institution's enterprise value
when the plan was announced in October 2008, finance professors
Pietro Veronesi and Luigi Zingales wrote in a paper distributed by
the National Bureau of Economic Research.

"Our analysis shows that the Paulson Plan was able to add
substantial value to the banking sector," Veronesi, an NBER
research associate, and Zingales, a faculty research fellow, wrote
in the paper titled "Paulson's Gift" after former Treasury
Secretary Henry Paulson.

The government's cash injections in exchange for preferred shares
were part of a $700 billion rescue approved by Congress and
followed similar moves by European leaders to unfreeze global
credit markets by helping beleaguered banks.  Other companies
included in the plan were Wells Fargo & Co.; Bank of America
Corp., which acquired Merrill Lynch & Co.; Morgan Stanley; Goldman
Sachs Group Inc.; State Street Corp.; and Bank of New York Mellon
Corp.


* GE Capital Gave $2BB of DIP Financing for First 9 Months of 2009
------------------------------------------------------------------
GE Capital, Restructuring Finance ended 3Q as one of the most
active providers of debtor-in-possession and plan-of-
reorganization financing in the U.S. and Canada, arranging or
deploying approximately $2 billion throughout the first nine
months of the year.

DIP financing is used by borrowers to fund ongoing working capital
needs as they restructure under Chapter 11. POR, or exit
financing, is utilized to support working capital needs upon
emergence from bankruptcy.

"Financing is available for good companies with bad balance
sheets, and our in-depth knowledge of the bankruptcy code and
restructuring finance allows us to quickly respond to borrowers,"
said Rob McMahon, managing director of GE Capital, Restructuring
Finance.  "This will be critical to more and more companies since
the current pace of business bankruptcy filings will likely
continue well into next year."

Throughout 2009, GE Capital, Restructuring Finance has worked with
turnaround advisors and corporate borrowers to meet their needs,
including:

  -- Quebecor -- Acted as co-agent on an $800 million exit
     financing for the U.S. and Canadian businesses of this
     worldwide leader in commercial printing.  GE Capital Markets
     and GE Capital Markets (Canada) Ltd. acted as joint-lead
     arrangers.

  -- Spectrum Brands -- Led a $197 million revolving credit
     facility as part of a $242 million POR financing for this
     global consumer products company.  GE Capital Markets served
     as joint-lead arranger on the revolver.  GE also provided
     interest rate risk management products and services.

  -- BI-LO, LLC -- Led a $125 million DIP credit facility for one
     of the largest supermarket chains in the Southeastern U.S.
     GE Capital Markets arranged the transaction.

  -- Caraustar Industries, Inc. -- Provided a $75 million DIP that
     converted to a POR facility upon the company's emergence from
     bankruptcy.  The company is one of North America's largest
     integrated manufacturers of 100% recycled paperboard and
     converted paperboard products.

  -- Sportsman's Warehouse -- Provided a $50 million POR credit
     facility to this outdoor sporting goods retailer.  The loan
     was used upon the company's emergence from Chapter 11 to
     refinance the $85 million DIP financing GE Capital provided
     the company earlier in the year.

            About GE Capital, Restructuring Finance

GE Capital, Restructuring Finance is a leading provider of senior
secured loans to distressed companies supporting Chapter 11
filings, plan-of-reorganizations and out-of-court restructurings.

                       About GE Capital

GE Capital offers consumers and businesses around the globe an
array of financial products and services.  GE is Imagination at
Work - a diversified technology, media and financial services
company focused on solving some of the world's toughest problems.


* GE Capital Seeks $6M from Exec at Bankrupt Crane Firms
--------------------------------------------------------
Law360 reports that General Electric Capital Corp. is asking a
federal court to award it nearly $6 million in damages after
beefing up its complaint against the head of several crane
management companies that defaulted on three promissory notes and
a lease agreement.


* Harris Winsberg Joins King & Spalding's Bankruptcy Practice
-------------------------------------------------------------
King & Spalding, a leading international law firm, announced today
that Harris B. Winsberg, a bankruptcy and corporate restructuring
lawyer with significant experience in bankruptcy litigation
matters, has joined King & Spalding as a partner in its financial
restructuring practice group in Atlanta.

"Harris's addition provides us with additional depth and capacity
to handle sophisticated company-side engagements and secured
creditor representations," said Paul Ferdinands, leader of King &
Spalding's financial restructuring practice group.  "His skill as
a litigator helps us expand our bankruptcy litigation capabilities
and will allow the bankruptcy team to capitalize on insolvency-
related litigation opportunities."

In addition to creditor and secured creditor representations,
Winsberg has handled company-side restructuring matters, including
serving as debtor's counsel in Allied Holding, Inc.'s Chapter 11
case.  He joins King & Spalding from Troutman Sanders in Atlanta.

Winsberg is chairman of the bankruptcy section of the State Bar of
Georgia and a member of the board of directors of the Southeastern
Bankruptcy Law Institute.  He received J.D. and B.A. degrees, with
honors, from the University of Florida.

Mr. Winsberg said, "I am excited to have joined King & Spalding. I
have known and respected the firm's bankruptcy and financial
restructuring partners in Atlanta and look forward to contributing
to the firm's growth and success."

King & Spalding has one of the nation's preeminent financial
restructuring practices.  This practice group brings valuable
knowledge and in-depth experience to all facets of corporate
reorganizations, in-court and out-of-court debt restructurings,
bankruptcy and insolvency litigation and distressed mergers and
acquisitions transactions.  The firm is regularly retained in
large bankruptcy matters and workouts to represent debtors,
creditors' committees, secured and unsecured creditors, and
potential acquirers of businesses and substantial assets.  The
practice covers all segments of the economy, with particular
emphasis on manufacturing, retail, real estate, healthcare,
insurance, energy and telecommunications.

                    About King & Spalding

King & Spalding is an international law firm with more than 800
lawyers in Abu Dhabi, Atlanta, Austin, Charlotte, Dubai,
Frankfurt, Houston, London, New York, Paris, Riyadh (affiliated
office), San Francisco, Silicon Valley and Washington, D.C. The
firm represents half of the Fortune 100 and, according to a
Corporate Counsel survey in August 2009, ranks fifth in its total
number of representations of those companies.


* U.S., Chinese to Cooperate in Cross-Border Brokerage Cases
------------------------------------------------------------
The Securities Investor Protection Corporation and the China
Securities Investor Protection Fund Corporation have entered into
a memorandum of understanding that will act as a framework for
cross-border communication and cooperation with respect to the
similar functions undertaken by the groups and covered by the laws
of each country.  In the U.S., the Securities Investor Protection
Corporation (SIPC) maintains a special reserve fund authorized by
Congress to help investors at failed brokerage firms.

The new SIPC-SIPF MOU lays the groundwork for the two entities to
"...launch material cooperation projects in this field and jointly
push forward the securities investor protection in both China and
U.S. . . . (as) investors and investment companies begin engaging
in related investment portfolio and investment transactions
outside their native countries . . ."

SIPC President Stephen Harbeck said: "SIPC and SIPF recognize the
need for protection of investors in both countries from
insolvencies of member firms and the need for cooperation in
handling cross border claims from investors.  The parties accept
the responsibility of working with each other to ensure that
investors in both countries receive compensation promptly."

In his comments on the MOU, SIPF Chairman Chen Gongyan has stated:
"The signing (of this MOU) marks an increasingly closer
communication and cooperation in such areas as information
sharing, mutual visit, communication and consultation between the
two parties, and will be definitely a good beginning for China and
U.S. to strengthen bilateral investor protection cooperation, and
helps to promote the healthy and orderly development of securities
markets in both countries."

The full text of the SIPC-SIPF memorandum of understanding is
available online at:

         http://www.sipc.org/pdf/MOU%20China%202009.pdf.

                        About the Groups

The major responsibility of the China Securities Investor
Protection Fund Corporation is to raise, manage and operate a
securities investor protection fund; to monitor risks of
securities companies and participate in the risk disposition of
these companies; to indemnify creditors as required by China's
relevant policies in case a securities company is subject to
compulsory regulatory measures, including dissolution, closure,
bankruptcy, administrative takeover by the CSRC and trustee
operation; to organize and participate in the liquidation of the
dissolved, closed or bankrupt securities companies; to manage and
dispose of foreclosed assets and safeguard the fund's rights and
interests; to put forward regulatory and disposal suggestions to
the CSRC in case a securities company's operation and management
have material risks that may damage investor's interests and the
safety of the securities market; to join relevant authorities in
establishing a rectification mechanism for the potential risks
arising from operation of securities companies.

In the U.S., the Securities Investor Protection Corporation is the
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts.  SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency case
to recover funds.  The statute that created SIPC provides that
customers of a failed brokerage firm receive all non-negotiable
securities -- such as stocks or bonds -- that are already
registered in their names or in the process of being registered.
At the same time, funds from the SIPC reserve are available to
satisfy the remaining claims of each customer up to a maximum of
$500,000.  This figure includes a maximum of $100,000 on claims
for cash.  From the time Congress created it in 1970 through
December 2008, SIPC has advanced $520 million in order to make
possible the recovery of $160 billion in assets for an estimated
761,000 investors.


* BOND PRICING -- For The Week From November 9 to 13, 2009
----------------------------------------------------------

   Company                Coupon      Maturity     Bid Price
   -------                ------      --------     ---------
ABITIBI-CONS FIN           7.875      8/1/2009         9.000
BOWATER INC                9.500    10/15/2012        26.500
BOWATER INC                6.500     6/15/2013        22.500
BOWATER INC                9.375    12/15/2021        25.000
AMBAC INC                  9.375      8/1/2011        29.000
ADVANTA CAP TR             8.990    12/17/2026         5.000
ANTIGENICS                 5.250      2/1/2025        39.041
APRIA HEALTHCARE           3.375      9/1/2033        58.000
ANTHRACITE CAP            11.750      9/1/2027        20.000
AMER GENL FIN              3.875    11/15/2009        97.600
AMER GENL FIN              4.000    11/15/2009        99.500
AMER GENL FIN              4.200    11/15/2009        99.500
INTL LEASE FIN             4.500    11/15/2009        99.350
AMER GENL FIN              4.600    11/15/2009        99.500
AMER GENL FIN              5.650     7/15/2010        79.000
AMBASSADORS INTL           3.750     4/15/2027        43.750
AMBASSADORS INTL           3.750     4/15/2027        46.250
AMR CORP                  10.450    11/15/2011        49.000
ALERIS INTL INC            9.000    12/15/2014         0.900
ALERIS INTL INC           10.000    12/15/2016         1.012
SPACEHAB INC               5.500    10/15/2010        45.200
MERRILL LYNCH              9.000      3/9/2011        95.750
BANK NEW ENGLAND           8.750      4/1/1999        10.000
BANK NEW ENGLAND           9.875     9/15/1999        10.031
BLOCKBUSTER INC            9.000      9/1/2012        45.250
BELL MICROPRODUC           3.750      3/5/2024        40.000
BANKUNITED FINL            3.125      3/1/2034         3.500
BROOKSTONE CO             12.000    10/15/2012        66.000
BROOKSTONE CO             12.000    10/15/2012        52.000
CAPMARK FINL GRP           5.875     5/10/2012        22.500
CAPMARK FINL GRP           8.300     5/10/2017        22.500
COMPUDYNE CORP             6.250     1/15/2011        39.500
CONGOLEUM CORP             8.625      8/1/2008        20.500
CHAMPION ENTERPR           2.750     11/1/2037        10.625
CHARTER COMM HLD          10.750     10/1/2009         2.000
CHARTER COMM HLD           9.920      4/1/2011         1.000
CCH I LLC                 11.125     1/15/2014         2.000
CCH I LLC                  9.920      4/1/2014         0.500
CCH I LLC                 10.000     5/15/2014         1.000
CCH I LLC                 11.750     5/15/2014         1.000
CCH I LLC                 12.125     1/15/2015         1.188
CCH I/CCH I CP            11.000     10/1/2015        21.000
CCH I/CCH I CP            11.000     10/1/2015        18.000
CHARTER COMM INC           6.500     10/1/2027        33.688
CIT GROUP INC              3.950    12/15/2009        64.750
CIT GROUP INC              4.700    12/15/2009        65.250
CIT GROUP INC              4.800    12/15/2009        65.750
CIT GROUP INC              4.850    12/15/2009        64.750
CIT GROUP INC              6.250    12/15/2009        64.500
CIT GROUP INC              6.500    12/15/2009        64.375
CIT GROUP INC              4.250      2/1/2010        67.000
CIT GROUP INC              4.050     2/15/2010        64.500
CIT GROUP INC              5.050     2/15/2010        65.000
CIT GROUP INC              5.150     2/15/2010        65.000
CIT GROUP INC              6.250     2/15/2010        65.000
CIT GROUP INC              6.500     2/15/2010        65.000
CIT GROUP INC              4.300     3/15/2010        65.500
CIT GROUP INC              4.850     3/15/2010        61.000
CIT GROUP INC              5.050     3/15/2010        65.000
CIT GROUP INC              5.150     3/15/2010        65.000
CIT GROUP INC              6.500     3/15/2010        65.000
CIT GROUP INC              4.450     5/15/2010        65.000
CIT GROUP INC              5.250     5/15/2010        64.250
CIT GROUP INC              4.300     6/15/2010        58.500
CIT GROUP INC              4.350     6/15/2010        64.867
CIT GROUP INC              5.300     6/15/2010        65.000
CIT GROUP INC              4.600     8/15/2010        66.250
CIT GROUP INC              5.450     8/15/2010        64.000
CIT GROUP INC              5.500     8/15/2010        64.000
CIT GROUP INC              4.250     9/15/2010        64.500
CIT GROUP INC              5.250     9/15/2010        65.875
CIT GROUP INC              5.200     11/3/2010        67.000
CIT GROUP INC              5.050    11/15/2010        65.500
CIT GROUP INC              5.250    11/15/2010        64.500
CIT GROUP INC              5.250    11/15/2010        64.750
CIT GROUP INC              5.250    11/15/2010        64.750
CIT GROUP INC              4.750    12/15/2010        68.188
CIT GROUP INC              4.900    12/15/2010        65.500
CIT GROUP INC              5.000    12/15/2010        65.875
CIT GROUP INC              5.050    12/15/2010        64.756
CIT GROUP INC              5.250    12/15/2010        63.250
CIT GROUP INC              6.500    12/15/2010        67.000
CIT GROUP INC              6.500     1/15/2011        65.500
CIT GROUP INC              5.150     2/15/2011        65.250
CIT GROUP INC              5.150     2/15/2011        65.750
CIT GROUP INC              6.600     2/15/2011        65.000
CIT GROUP INC              5.000     3/15/2011        65.000
CIT GROUP INC              5.000     3/15/2011        58.500
CIT GROUP INC              5.050     3/15/2011        66.250
CIT GROUP INC              6.500     3/15/2011        64.400
CIT GROUP INC              6.750     3/15/2011        64.750
CIT GROUP INC              5.150     4/15/2011        57.000
CIT GROUP INC              5.400     5/15/2011        58.000
CIT GROUP INC             12.000    12/18/2018        18.125
CIT GROUP INC             12.000    12/18/2018        18.125
CIT GROUP INC              6.100     3/15/2067         8.625
COLLINS & AIKMAN          10.750    12/31/2011         0.050
COLLINS & AIKMAN          12.875     8/15/2012         0.998
COOPER-STANDARD            8.375    12/15/2014        26.500
CALLON PETROLEUM           9.750     12/8/2010        69.500
CRAY-CALL12/09             3.000     12/1/2024        96.000
CITADEL BROADCAS           8.000     2/15/2011        17.500
DECODE GENETICS            3.500     4/15/2011        14.000
DELPHI CORP                6.500     8/15/2013         0.500
DELPHI CORP                8.250    10/15/2033         0.001
DOWNEY FINANCIAL           6.500      7/1/2014        24.000
EDDIE BAUER HLDG           5.250      4/1/2014         0.346
F-CALL11/09                5.500     2/22/2010        99.500
F-CALL11/09                5.500     2/22/2010        98.000
F-CALL11/09                6.000     2/22/2010        98.127
F-CALL11/09                5.950     5/20/2010        99.550
FRANKLIN BANK              4.000      5/1/2027         1.253
FEDDERS NORTH AM           9.875      3/1/2014         0.924
FLEETWOOD ENTERP          14.000    12/15/2011        31.250
FINLAY FINE JWLY           8.375      6/1/2012         4.100
FAIRPOINT COMMUN          13.125      4/1/2018        17.750
FAIRPOINT COMMUN          13.125      4/2/2018        18.250
GENERAL MOTORS             9.450     11/1/2011        13.950
GENERAL MOTORS             7.125     7/15/2013        16.375
GENERAL MOTORS             7.700     4/15/2016        16.500
GENERAL MOTORS             8.800      3/1/2021        16.750
GENERAL MOTORS             9.400     7/15/2021        17.000
GENERAL MOTORS             8.250     7/15/2023        17.375
GENERAL MOTORS             8.100     6/15/2024        15.405
GENERAL MOTORS             7.400      9/1/2025        15.450
GENERAL MOTORS             8.375     7/15/2033        17.500
GMAC LLC                   5.200    11/15/2009        99.760
GMAC LLC                   5.200    11/15/2009        99.500
GMAC LLC                   6.750    11/15/2009        96.500
GMAC LLC                   7.000    11/15/2009        99.625
GMAC LLC                   6.350     4/15/2019        12.739
GASCO ENERGY INC           5.500     10/5/2011        45.500
HILTON HOTELS              7.200    12/15/2009        92.625
155 E TROPICANA            8.750      4/1/2012        17.750
HAWAIIAN TELCOM            9.750      5/1/2013         4.250
IDEARC INC                 8.000    11/15/2016         5.500
INDALEX HOLD              11.500      2/1/2014         1.060
INN OF THE MOUNT          12.000    11/15/2010        41.000
KAISER ALUM&CHEM          12.750      2/1/2003         4.000
KEYSTONE AUTO OP           9.750     11/1/2013        41.000
LAZYDAYS RV               11.750     5/15/2012         5.000
LEHMAN BROS HLDG           7.200     8/15/2009        14.500
LEHMAN BROS HLDG           7.875     11/1/2009        13.000
LEHMAN BROS HLDG           4.500     7/26/2010        14.750
LEHMAN BROS HLDG           7.875     8/15/2010        14.550
LEHMAN BROS HLDG           4.375    11/30/2010        14.250
LEHMAN BROS HLDG           5.000     1/14/2011        13.011
LEHMAN BROS HLDG           6.000      4/1/2011        14.500
LEHMAN BROS HLDG           5.750     4/25/2011        14.550
LEHMAN BROS HLDG           5.750     7/18/2011        14.500
LEHMAN BROS HLDG           4.500      8/3/2011        11.583
LEHMAN BROS HLDG           6.625     1/18/2012        14.500
LEHMAN BROS HLDG           5.250      2/6/2012        16.000
LEHMAN BROS HLDG           6.000     7/19/2012        14.500
LEHMAN BROS HLDG           5.000     1/22/2013        12.500
LEHMAN BROS HLDG           5.625     1/24/2013        15.000
LEHMAN BROS HLDG           5.100     1/28/2013        13.125
LEHMAN BROS HLDG           5.000     2/11/2013        13.000
LEHMAN BROS HLDG           4.700      3/6/2013        13.600
LEHMAN BROS HLDG           5.000     3/27/2013        11.900
LEHMAN BROS HLDG           5.750     5/17/2013        13.050
LEHMAN BROS HLDG           5.250     1/30/2014        12.000
LEHMAN BROS HLDG           4.800     3/13/2014        13.800
LEHMAN BROS HLDG           5.000      8/3/2014        13.500
LEHMAN BROS HLDG           6.200     9/26/2014        14.500
LEHMAN BROS HLDG           5.150      2/4/2015        13.250
LEHMAN BROS HLDG           5.250     2/11/2015        12.750
LEHMAN BROS HLDG           8.800      3/1/2015        13.250
LEHMAN BROS HLDG           6.000     6/26/2015        13.000
LEHMAN BROS HLDG           8.500      8/1/2015        13.000
LEHMAN BROS HLDG           5.000      8/5/2015        12.500
LEHMAN BROS HLDG           6.000    12/18/2015        13.500
LEHMAN BROS HLDG           5.500      4/4/2016        14.510
LEHMAN BROS HLDG           5.750      1/3/2017         0.250
LEHMAN BROS HLDG           8.920     2/16/2017        12.750
LEHMAN BROS HLDG           6.500     7/19/2017         0.010
LEHMAN BROS HLDG          11.000    10/25/2017        11.592
LEHMAN BROS HLDG           5.875    11/15/2017        14.000
LEHMAN BROS HLDG           6.750    12/28/2017         0.010
LEHMAN BROS HLDG           5.600     1/22/2018        11.500
LEHMAN BROS HLDG           5.700     1/28/2018        12.500
LEHMAN BROS HLDG           5.500      2/4/2018        12.300
LEHMAN BROS HLDG           5.550     2/11/2018        10.670
LEHMAN BROS HLDG           6.000     2/12/2018        11.131
LEHMAN BROS HLDG           5.500     2/19/2018        12.750
LEHMAN BROS HLDG           5.350     2/25/2018        12.750
LEHMAN BROS HLDG           5.250      3/5/2018        10.899
LEHMAN BROS HLDG           6.875      5/2/2018        16.750
LEHMAN BROS HLDG           5.500     11/4/2018        12.625
LEHMAN BROS HLDG           8.050     1/15/2019        11.500
LEHMAN BROS HLDG           7.000     4/16/2019        12.600
LEHMAN BROS HLDG           6.000     1/22/2020        11.000
LEHMAN BROS HLDG           6.000     2/12/2020        13.625
LEHMAN BROS HLDG           5.100     2/15/2020        13.250
LEHMAN BROS HLDG           5.500     2/27/2020        11.500
LEHMAN BROS HLDG           5.400      3/6/2020        13.125
LEHMAN BROS HLDG           5.250      3/8/2020        12.300
LEHMAN BROS HLDG           5.350     3/13/2020        11.000
LEHMAN BROS HLDG           5.400     3/20/2020        11.050
LEHMAN BROS HLDG           5.200     5/13/2020        13.625
LEHMAN BROS HLDG           5.500     8/19/2020        13.250
LEHMAN BROS HLDG           5.800      9/3/2020        13.250
LEHMAN BROS HLDG           5.650     9/14/2020        14.000
LEHMAN BROS HLDG           6.000     1/29/2021        11.625
LEHMAN BROS HLDG           6.250      2/5/2021        11.500
LEHMAN BROS HLDG           8.750    12/21/2021        12.500
LEHMAN BROS HLDG           8.000      3/5/2022        11.000
LEHMAN BROS HLDG          11.000     6/22/2022        12.625
LEHMAN BROS HLDG           6.750      7/1/2022        13.250
LEHMAN BROS HLDG          11.500     9/26/2022        12.813
LEHMAN BROS HLDG           6.600     10/3/2022        12.750
LEHMAN BROS HLDG           6.400    10/11/2022        12.050
LEHMAN BROS HLDG           9.500    12/28/2022        13.125
LEHMAN BROS HLDG           9.500     1/30/2023        12.000
LEHMAN BROS HLDG           8.750      2/6/2023        12.000
LEHMAN BROS HLDG           6.250     2/22/2023        12.500
LEHMAN BROS HLDG           8.400     2/22/2023        14.000
LEHMAN BROS HLDG           9.500     2/27/2023        10.000
LEHMAN BROS HLDG           6.500     2/28/2023        11.500
LEHMAN BROS HLDG           6.500      3/6/2023        11.750
LEHMAN BROS HLDG          10.000     3/13/2023        13.500
LEHMAN BROS HLDG           5.500     3/14/2023        12.800
LEHMAN BROS HLDG           8.000     3/17/2023        13.875
LEHMAN BROS HLDG           5.750     3/27/2023        12.000
LEHMAN BROS HLDG           5.500      4/8/2023        13.250
LEHMAN BROS HLDG           5.500     4/15/2023        12.750
LEHMAN BROS HLDG           5.500     4/23/2023        11.500
LEHMAN BROS HLDG           5.375      5/6/2023        12.000
LEHMAN BROS HLDG           7.000     5/12/2023         9.750
LEHMAN BROS HLDG           5.250     5/20/2023        12.430
LEHMAN BROS HLDG           5.000     5/28/2023        13.000
LEHMAN BROS HLDG           5.000     5/30/2023        12.750
LEHMAN BROS HLDG           5.000     6/17/2023        12.750
LEHMAN BROS HLDG           4.800     6/24/2023        12.750
LEHMAN BROS HLDG          18.000     7/14/2023        13.250
LEHMAN BROS HLDG           5.500      8/5/2023        12.350
LEHMAN BROS HLDG           6.100     8/12/2023        12.800
LEHMAN BROS HLDG           5.750     9/16/2023        11.500
LEHMAN BROS HLDG           5.600     9/23/2023        11.000
LEHMAN BROS HLDG           5.500     10/7/2023         9.005
LEHMAN BROS HLDG           5.750    10/15/2023        12.750
LEHMAN BROS HLDG           7.730    10/15/2023        15.000
LEHMAN BROS HLDG           5.750    10/21/2023        12.630
LEHMAN BROS HLDG           5.750    11/12/2023        12.750
LEHMAN BROS HLDG           5.750    11/25/2023        12.750
LEHMAN BROS HLDG          10.375     5/24/2024        11.000
LEHMAN BROS HLDG           5.450     3/15/2025        13.250
LEHMAN BROS INC            7.500      8/1/2026        12.000
LEHMAN BROS HLDG           6.200     6/15/2027        12.750
LEHMAN BROS HLDG           6.625     7/27/2027        11.000
LEHMAN BROS HLDG           6.500     9/20/2027        13.750
LEHMAN BROS HLDG           7.000     9/27/2027        16.000
LEHMAN BROS HLDG           6.500    10/18/2027         9.000
LEHMAN BROS HLDG           6.500    10/25/2027        12.050
LEHMAN BROS HLDG           6.750    11/22/2027        13.250
LEHMAN BROS HLDG           6.000    10/23/2028        12.800
LEHMAN BROS HLDG           6.000    11/18/2028        13.250
LEHMAN BROS HLDG           5.750    12/16/2028        12.000
LEHMAN BROS HLDG           5.750    12/23/2028        12.550
LEHMAN BROS HLDG           5.500     1/27/2029        13.250
LEHMAN BROS HLDG           5.500      2/3/2029        12.750
LEHMAN BROS HLDG           5.700     2/10/2029        12.800
LEHMAN BROS HLDG           5.600     2/17/2029        12.800
LEHMAN BROS HLDG           5.600     2/24/2029        11.650
LEHMAN BROS HLDG           5.600      3/2/2029        13.250
LEHMAN BROS HLDG           5.550      3/9/2029        12.800
LEHMAN BROS HLDG           5.400     3/30/2029        12.750
LEHMAN BROS HLDG           5.450      4/6/2029        12.000
LEHMAN BROS HLDG           5.700     4/13/2029        12.750
LEHMAN BROS HLDG           5.900      5/4/2029        13.125
LEHMAN BROS HLDG           6.000     5/11/2029        10.000
LEHMAN BROS HLDG           6.200     5/25/2029        12.800
LEHMAN BROS HLDG           6.050     6/29/2029        13.625
LEHMAN BROS HLDG           6.000     7/20/2029        12.800
LEHMAN BROS HLDG           5.750     8/24/2029        13.250
LEHMAN BROS HLDG           5.700      9/7/2029        11.500
LEHMAN BROS HLDG           5.750     9/14/2029        12.630
LEHMAN BROS HLDG           5.750    10/12/2029        10.000
LEHMAN BROS HLDG           5.650    11/23/2029        12.750
LEHMAN BROS HLDG           5.700    12/14/2029        12.000
LEHMAN BROS HLDG           5.550     1/25/2030        12.630
LEHMAN BROS HLDG           5.450     2/22/2030        11.368
LEHMAN BROS HLDG           5.600     2/25/2030        13.250
LEHMAN BROS HLDG           5.625     3/15/2030        12.800
LEHMAN BROS HLDG           5.750     3/29/2030        12.800
LEHMAN BROS HLDG           5.600      5/3/2030        13.250
LEHMAN BROS HLDG           5.350     6/14/2030        12.550
LEHMAN BROS HLDG           5.400     6/21/2030        12.800
LEHMAN BROS HLDG           5.450     7/19/2030        12.800
LEHMAN BROS HLDG           5.500      8/2/2030        12.800
LEHMAN BROS HLDG           5.650     8/16/2030        12.680
LEHMAN BROS HLDG           5.450     9/20/2030        12.800
LEHMAN BROS HLDG           5.550     9/27/2030        12.680
LEHMAN BROS HLDG           5.800    10/25/2030        12.800
LEHMAN BROS HLDG           5.850     11/8/2030        13.000
LEHMAN BROS HLDG           5.950    12/20/2030        13.250
LEHMAN BROS HLDG           5.900      2/7/2031        12.750
LEHMAN BROS HLDG           6.150     4/11/2031        12.800
LEHMAN BROS HLDG           6.250      5/9/2031        11.500
LEHMAN BROS HLDG           6.850     8/16/2032        12.500
LEHMAN BROS HLDG           6.850     8/23/2032        12.560
LEHMAN BROS HLDG           6.900      9/1/2032        13.000
LEHMAN BROS HLDG           6.800      9/7/2032        12.000
LEHMAN BROS HLDG           7.000     10/4/2032        11.260
LEHMAN BROS HLDG           6.500    11/15/2032        11.500
LEHMAN BROS HLDG           6.500     1/17/2033        12.500
LEHMAN BROS HLDG           6.750     3/11/2033        13.625
LEHMAN BROS HLDG           6.000     4/30/2034        12.800
LEHMAN BROS HLDG           6.000     7/30/2034        12.000
LEHMAN BROS HLDG           5.550    12/31/2034        12.750
LEHMAN BROS HLDG           5.650    12/31/2034        11.250
LEHMAN BROS HLDG           6.000     2/21/2036        12.800
LEHMAN BROS HLDG           6.000     2/24/2036        12.680
LEHMAN BROS HLDG           6.400    12/19/2036        15.250
LEHMAN BROS HLDG           6.500    12/22/2036        13.250
LEHMAN BROS HLDG           6.000     2/12/2037        12.800
LEHMAN BROS HLDG           6.500     2/13/2037        10.875
LEHMAN BROS HLDG           6.300     3/27/2037        13.250
LEHMAN BROS HLDG           6.500     6/21/2037        12.800
LEHMAN BROS HLDG           6.500     7/13/2037        13.250
LEHMAN BROS HLDG           7.000     7/27/2037        13.000
LEHMAN BROS HLDG           7.000     9/28/2037        10.974
LEHMAN BROS HLDG           6.750    10/26/2037        13.350
LEHMAN BROS HLDG           7.000    11/16/2037        12.350
LEHMAN BROS HLDG           7.000    12/28/2037        11.500
LEHMAN BROS HLDG           7.000     1/31/2038        12.000
LEHMAN BROS HLDG           7.000      2/1/2038        12.550
LEHMAN BROS HLDG           7.000      2/7/2038        13.250
LEHMAN BROS HLDG           7.000      2/8/2038        10.360
LEHMAN BROS HLDG           7.050     2/27/2038        11.350
LEHMAN BROS HLDG           7.250     2/27/2038        11.001
LEHMAN BROS HLDG           7.100     3/25/2038        13.750
LEHMAN BROS HLDG           7.000     4/22/2038        13.250
LEHMAN BROS HLDG           7.250     4/29/2038        11.200
LEHMAN BROS HLDG           7.350      5/6/2038        11.050
LANDAMERICA                3.125    11/15/2033        27.000
CREDENCE SYSTEM            3.500     5/15/2010        61.000
LTX-CREDENCE               3.500     5/15/2011        60.600
ARCO CHEMICAL CO          10.250     11/1/2010        70.750
MAJESTIC STAR              9.500    10/15/2010        66.250
MAJESTIC STAR              9.750     1/15/2011        10.000
MASHANTUCKET PEQ           8.500    11/15/2015        29.875
MERISANT CO                9.500     7/15/2013         3.600
MORRIS PUBLISH             7.000      8/1/2013        28.750
NORTH ATL TRADNG           9.250      3/1/2012        30.000
NEFF CORP                 10.000      6/1/2015        12.000
NEWARK GROUP INC           9.750     3/15/2014        38.063
NEWPAGE CORP              12.000      5/1/2013        49.000
NTK HOLDINGS INC          10.750      3/1/2014         3.125
OSCIENT PHARM             12.500     1/15/2011         3.625
PANOLAM INDUSTRI          10.750     10/1/2013        31.500
PALM HARBOR                3.250     5/15/2024        55.000
QUALITY DISTRIBU           9.000    11/15/2010        61.104
RAFAELLA APPAREL          11.250     6/15/2011        34.500
RAIT FINANCIAL             6.875     4/15/2027        39.799
READER'S DIGEST            9.000     2/15/2017         1.438
RESIDENTIAL CAP            8.375     6/30/2010        74.350
RESIDENTIAL CAP            8.000     2/22/2011        65.000
RH DONNELLEY               6.875     1/15/2013         8.000
RH DONNELLEY               6.875     1/15/2013         6.000
RH DONNELLEY               6.875     1/15/2013         7.500
DEX MEDIA WEST             9.875     8/15/2013        25.000
DEX MEDIA INC              8.000    11/15/2013        21.250
DEX MEDIA INC              9.000    11/15/2013        18.250
DEX MEDIA INC              9.000    11/15/2013        21.250
RH DONNELLEY               8.875     1/15/2016         9.500
RH DONNELLEY               8.875    10/15/2017         9.500
ROTECH HEALTHCA            9.500      4/1/2012        54.000
ISTAR FINANCIAL            5.375     4/15/2010        91.225
SFY-CALL12/09              7.625     7/15/2011       102.135
SIX FLAGS INC              9.750     4/15/2013        18.000
SIX FLAGS INC              9.625      6/1/2014        18.750
SIX FLAGS INC              4.500     5/15/2015        18.250
STANLEY-MARTIN             9.750     8/15/2015        30.000
STATION CASINOS            6.000      4/1/2012        21.500
STATION CASINOS            6.500      2/1/2014         2.000
STATION CASINOS            6.875      3/1/2016         1.500
STATION CASINOS            7.750     8/15/2016        23.250
STATION CASINOS            6.625     3/15/2018         2.000
SILVERLEAF RES             8.000      4/1/2010        90.000
TEKNI-PLEX INC            12.750     6/15/2010        80.000
THORNBURG MTG              8.000     5/15/2013         7.100
TRANSMERIDIAN EX          12.000    12/15/2010        20.500
TOM'S FOODS INC           10.500     11/1/2004         2.250
TOUSA INC                  9.000      7/1/2010        45.000
TOUSA INC                  9.000      7/1/2010        46.750
TOUSA INC                  7.500     3/15/2011         6.875
TOUSA INC                 10.375      7/1/2012         6.875
TOUSA INC                  7.500     1/15/2015         3.750
TRIBUNE CO                 5.670     12/8/2008        10.000
TRIBUNE CO                 4.875     8/15/2010        10.000
TIMES MIRROR CO            7.250      3/1/2013        11.000
TRIBUNE CO                 5.250     8/15/2015        12.000
TIMES MIRROR CO            7.500      7/1/2023        12.000
TIMES MIRROR CO            6.610     9/15/2027        12.000
TIMES MIRROR CO            7.250    11/15/2096         5.800
TRUMP ENTERTNMNT           8.500      6/1/2015         5.500
TEXTRON FIN CORP           6.000    11/20/2009        99.750
VION PHARM INC             7.750     2/15/2012        25.513
VERENIUM CORP              5.500      4/1/2027        45.000
VERASUN ENERGY             9.375      6/1/2017        14.250
VISTEON CORP               7.000     3/10/2014        31.000
WCI COMMUNITIES            9.125      5/1/2012         1.500
WCI COMMUNITIES            7.875     10/1/2013         2.000
WCI COMMUNITIES            4.000      8/5/2023         1.563
WII COMPONENTS            10.000     2/15/2012        45.250
WASH MUTUAL INC            4.200     1/15/2010        91.250
WASH MUTUAL INC            8.250      4/1/2010        76.625
WASH MUT BANK NV           5.550     6/16/2010        34.000
YOUNG BROADCSTNG          10.000      3/1/2011         1.563
YOUNG BROADCSTNG           8.750     1/15/2014         0.500
USFREIGHTWAYS              8.500     4/15/2010        63.000
YELLOW CORP                5.000      8/8/2023        60.000
YELLOW CORP                5.000      8/8/2023        29.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **